~~Delaware~~			~~11-3233647~~

Delaware	11-3233647
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



Large accelerated filer o		Accelerated filer o

Non-accelerated filer x		Smaller Reporting Company o
(Do not check if a smaller reporting company)

ITEM 1.Financial Statements



	September 30, 2013			December 31, 2012
	(Unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	918,019		$	954,731
Building and improvements	3,512,516			3,646,736
Building leasehold and improvements	782,260			782,260
Property under capital lease	22,866			12,208
	5,235,661			5,395,935
Less: accumulated depreciation	(815,321		)	(742,659		)
	4,420,340			4,653,276
Cash and cash equivalents	26,551			34,035
Restricted cash	234,393			21,074
Tenant and other receivables, net of allowance of $6,593 and $7,308 in 2013 and 2012, respectively	17,256			13,147
Deferred rents receivable, net of allowance of $15,081 and $16,501 in 2013 and 2012, respectively	155,702			150,535
Preferred equity and other investment, net of discounts and deferred origination fees of $1,968 and $2,217 in 2013 and 2012, respectively	378,783			338,579
Deferred costs, net of accumulated amortization of $49,174 and $40,303 in 2013 and 2012, respectively	86,315			91,400
Other assets	100,994			94,210
Total assets	$	5,420,334		$	5,396,256
Liabilities
Mortgage note and other loans payable	$	550,023		$	550,023
Revolving credit facility	340,000			70,000
Term loan and senior unsecured notes	1,430,765			1,430,690
Accrued interest payable and other liabilities	22,485			25,366
Accounts payable and accrued expenses	43,845			50,692
Deferred revenue	153,672			173,814
Capitalized lease obligation	27,089			17,186
Deferred land leases payable	20,560			20,566
Security deposits	21,525			18,411
Total liabilities	2,609,964			2,356,748
Commitments and contingencies	—			—
Capital
General partner capital	2,461,959			2,686,766
Limited partner capital	—			—
Accumulated other comprehensive loss	(4,170		)	(4,925		)
Total ROP partner’s capital	2,457,789			2,681,841
Noncontrolling interests in other partnerships	352,581			357,667
Total capital	2,810,370			3,039,508
Total liabilities and capital	$	5,420,334		$	5,396,256



	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
				As Adjusted						As Adjusted
Revenues
Rental revenue, net	$	109,843		$	106,217		$	329,931		$	313,580
Escalation and reimbursement	20,296			18,588			55,732			55,685
Investment income	9,424			—			28,620			—
Other income	610			2,881			3,591			4,743
Total revenues	140,173			127,686			417,874			374,008
Expenses
Operating expenses, including approximately $4,549 and $13,048 (2013) and $4,191 and $12,082 (2012) paid to related parties	30,850			29,292			89,619			83,740
Real estate taxes	24,460			21,967			70,313			66,334
Ground rent	4,908			3,645			14,110			10,935
Interest expense, net of interest income	28,135			25,858			82,448			80,338
Amortization of deferred finance costs	1,295			1,201			3,880			3,207
Loan loss reserves, net of recoveries	—			—			—			(472		)
Transaction related costs	—			811			11			1,672
Depreciation and amortization	35,927			34,366			106,997			100,029
Marketing, general and administrative	88			119			276			251
Total expenses	125,663			117,259			367,654			346,034
Income from continuing operations before equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate, equity in net income from unconsolidated joint venture, and loss on early extinguishment of debt	14,510			10,427			50,220			27,974
Equity in net (loss) gain on sale of interest in unconsolidated joint venture/real estate	—			(4,778		)	—			1,011
Equity in net income from unconsolidated joint venture	480			183			1,327			969
Loss on early extinguishment of debt	—			—			(76		)	—
Income from continuing operations	14,990			5,832			51,471			29,954
Net income from discontinued operations	1,358			855			4,244			3,052
Gain on sale of discontinued operations	13,787			—			13,787			—
Net income	30,135			6,687			69,502			33,006
Net income attributable to noncontrolling interests in other partnerships	(1,399		)	(1,188		)	(4,511		)	(4,628		)
Net income attributable to ROP common unitholder	$	28,736		$	5,499		$	64,991		$	28,378
Amounts attributable to ROP common unitholder:
Income from continuing operations	$	13,591		$	4,644		$	46,960		$	25,326
Discontinued operations	15,145			855			18,031			3,052
Net income	$	28,736		$	5,499		$	64,991		$	28,378



	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Net income attributable to ROP common unitholder	$	28,736	$	5,499	$	64,991	$	28,378
Other comprehensive income (loss):
Change in net unrealized gain (loss) on derivative instruments	85		—		755		(49		)
Comprehensive income attributable to ROP common unitholder	$	28,821	$	5,499	$	65,746	$	28,329



	General Partner’s Capital Class A Common Units			Noncontrolling Interests In Other Partnerships			Accumulated Other Comprehensive Loss			Total Capital
Balance at December 31, 2012	$	2,686,766		$	357,667		$	(4,925	)	$	3,039,508
Contributions	980,385			—						980,385
Distributions	(1,270,183		)	(9,597		)				(1,279,780		)
Net income	64,991			4,511						69,502
Other comprehensive income							755			755
Balance at September 30, 2013	$	2,461,959		$	352,581		$	(4,170	)	$	2,810,370



	Nine Months Ended September 30,
	2013			2012
				As Adjusted
Operating Activities
Net income	$	69,502		$	33,006
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	113,864			107,585
Equity in net gain on sale of interest in unconsolidated joint venture	—			(1,011		)
Equity in net income from unconsolidated joint venture	(1,327		)	(969		)
Distributions of cumulative earnings from unconsolidated joint venture	591			444
Loss on early extinguishment of debt	76			—
Loan loss reserves, net of recoveries	—			(472		)
Deferred rents receivable	(12,542		)	(13,998		)
Gain on sale of discontinued operations	(13,787		)	—
Other non-cash adjustments	(31,504		)	(11,301		)
Changes in operating assets and liabilities:
Restricted cash — operations	(2,266		)	(3,198		)
Tenant and other receivables	(3,464		)	(4,671		)
Deferred lease costs	(10,878		)	(6,664		)
Other assets	(25,283		)	(18,608		)
Accounts payable, accrued expenses and other liabilities	(5,903		)	(6,250		)
Deferred revenue and land leases payable	9,213			4,350
Net cash provided by operating activities	86,292			78,243
Investing Activities
Acquisition of real estate property	—			(277,060		)
Additions to land, buildings and improvements	(39,484		)	(28,379		)
Restricted cash — capital improvements/acquisitions	(211,053		)	(1,750		)
Net proceeds from disposition of real estate/joint venture interest	211,048			44,297
Distributions in excess of cumulative earnings from unconsolidated joint venture	—			152
Preferred equity and other investment, net of repayments	(24,920		)	7,777
Net cash used in investing activities	(64,409		)	(254,963		)
Financing Activities
Repayments of mortgage note and other loans payable	—			(1,880		)
Proceeds from credit facility and senior unsecured notes	844,000			813,339
Repayments of credit facility and senior unsecured notes	(574,000		)	(963,639		)
Contributions from common unitholder	980,385			1,551,931
Distributions to noncontrolling interests in other partnerships	(9,597		)	(10,460		)
Distributions to common unitholder	(1,270,183		)	(1,218,615		)
Deferred loan costs and capitalized lease obligation	28			(287		)
Net cash (used in) provided by financing activities	(29,367		)	170,389
Net decrease in cash and cash equivalents	(7,484		)	(6,331		)
Cash and cash equivalents at beginning of period	34,035			26,645
Cash and cash equivalents at end of period	$	26,551		$	20,314



Supplemental Disclosure of Non-cash Investing and Financing Activities:
Tenant improvements and capital expenditures payable	$	2,400	$	2,316
Deferred leasing payable	1,096		1,912
Transfer of preferred equity investments	—		324,858
Transfer of other loans payable	—		50,000
Contributions from common unitholder	—		33,090
Redemption of Series E units	—		31,698
Capital leased asset	10,657		—

1.Organization and Basis of Presentation

Reckson Operating Partnership, L.P., or ROP, commenced operations on June 2, 1995. The sole general partner of ROP is a wholly-owned subsidiary of SL Green Operating Partnership, L.P., or the Operating Partnership. The sole limited partner of ROP is the Operating Partnership.

ROP is engaged in the acquisition, ownership, management and operation of commercial real estate properties, principally office properties, and also owns land for future development, located in the New York City, Westchester County and Connecticut, which collectively is also known as the New York Metropolitan area.

SL Green Realty Corp., or SL Green, and the Operating Partnership were formed in June 1997. SL Green has qualified, and expects to qualify in the current fiscal year as a real estate investment trust, or REIT, under the Internal Revenue Code of 1986, as amended, or the Code, and operates as a self-administered, self-managed REIT. A REIT is a legal entity that holds real estate interests and, through payments of dividends to stockholders, is permitted to minimize the payment of Federal income taxes at the corporate level. Unless the context requires otherwise, all references to “we,” “our,” “us” and the “Company” means ROP and all entities owned or controlled by ROP.

On January 25, 2007, SL Green completed the acquisition of all of the outstanding shares of common stock of Reckson Associates Realty Corp., or RARC, the prior general partner of ROP. This transaction is referred to herein as the Merger.

In connection with the closing of our 2011 revolving credit facility and 2012 credit facility, in which we, along with SL Green and the Operating Partnership are borrowers, SL Green transferred five properties with total assets aggregating to ~~$683.8~~$683.8 million at November 1, 2011 and transferred three additional properties with total assets aggregating to ~~$320.2~~$320.2 million at December 31, 2012, to ROP. Under the Business Combinations guidance, these were determined to be transfers of businesses between the indirect parent company and its wholly owned subsidiary. As such, the assets and liabilities were transferred at their carrying value. These transfers are required to be recorded as of the beginning of the current reporting period as though the assets and liabilities had been transferred at that date. The consolidated financial statements and financial information presented for all prior periods have been retrospectively adjusted to furnish comparative information.

On September 30, 2012, SL Green transferred ~~$324.9~~$324.9 million of its preferred equity investments to ROP, one of which was subject to a secured ~~$50.0~~$50.0 million loan. Under the Business Combinations guidance, these transfers were determined to be transfers of assets between the indirect parent company and its wholly-owned subsidiary. As such, the assets were transferred at their carrying value and accounted for prospectively from the date of transfer.

As of ~~June~~September 30, 2013, we owned the following interests in commercial office properties in the New York Metropolitan area, primarily in midtown Manhattan, a borough of New York City. Our investments in the New York Metropolitan area also include investments in Westchester County and Connecticut, which are collectively known as the Suburban assets:



Location	Ownership	Number of Properties	Square Feet	Weighted Average Occupancy (1)
Manhattan	Consolidated properties	12	6,866,400	96.0	%
Suburban	Consolidated properties	17	2,785,500	78.3	%
		29	9,651,900	90.9	%

Location

Ownership

Number of
Properties

Square Feet

Weighted
Average
Occupancy (1)

Manhattan

Consolidated properties

13

7,201,400

96.0
%

Suburban

Consolidated properties

17

2,785,500

78.1
%

30

9,986,900

91.0
%

~~(1)The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.~~

At ~~June~~September 30, 2013, we also own a development property encompassing approximately 104,000 square feet as well as an inventory of development parcels that aggregated approximately 81 acres of land in four separate parcels on which we can, based on estimates at ~~June~~September 30, 2013, develop approximately 1.1 million square feet of office space and in which we have invested approximately ~~$67.6 million.~~$67.8 million. As of ~~June~~September 30, 2013, we also held preferred equity investments and an investment

in an unconsolidated joint venture that holds a preferred equity interest in a retail property located in Manhattan with an aggregate book value of ~~$371.7 million.~~

8$378.8 million

The accompanying consolidated financial statements include the consolidated financial position of ROP and the Service Companies (as defined below) at ~~June~~September 30, 2013 and December 31, 2012, the consolidated results of their operations for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, their statement of capital for the ~~six~~nine months ended ~~June~~September 30, 2013 and their statement of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2013 and ~~2012.~~2012. Our investments in majority-owned and controlled real estate joint ventures are reflected in the accompanying financial statements on a consolidated basis with a reduction for the noncontrolling partners’ interests. ROP’s investments in joint ventures, where it owns less than a controlling interest, are reflected in the accompanying consolidated financial statements using the equity method of accounting. The Service Companies, which provide management, development and construction services to ROP, include Reckson Management Group, Inc., RANY Management Group, Inc., Reckson Construction & Development LLC and Reckson Construction Group New York, Inc. (collectively, the “Service Companies”). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the financial position of the Company at ~~June~~September 30, 2013 and the results of operations for the periods presented have been included. The 2013 operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2013.~~2013. These financial statements should be read in conjunction with the financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, ~~2012.~~

2012.

The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements.

2.Significant Accounting Policies

The consolidated financial statements include our accounts and those of our subsidiaries, which are wholly-owned or controlled by us. Entities which we do not control through our voting interest and entities which are variable interest entities, but where we are not the primary beneficiary, are accounted for under the equity method or as preferred equity investments. See Note 5,4, “Preferred Equity and Other Investment.” ROP’s investments in majority-owned and controlled real estate joint ventures are reflected in the accompanying financial statements on a consolidated basis with a reduction for the noncontrolling partners’ interests. All significant intercompany balances and transactions have been eliminated.

We consolidate a variable interest entity, or VIE, in which we are considered the primary beneficiary. The primary beneficiary of a VIE is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

A noncontrolling interest in a consolidated subsidiary is defined as the portion of the equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. Noncontrolling interests are required to be presented as a separate component of capital in the consolidated balance sheet and the presentation of net income was modified to present earnings and other comprehensive income to be attributed to controlling and noncontrolling interests.

We assess the accounting treatment for each joint venture and preferred equity investment. This assessment includes a review of each joint venture or limited liability company agreement to determine which party has what rights and whether those rights are protective or participating. For all VIE’s, we review such agreements in order to determine which party has the power to direct the activities that most significantly impact the entity’s economic performance. In situations where we and our partner

approves, among other things, the annual budget, receives a detailed monthly reporting package from us, meets on a quarterly basis to review the results of the joint venture, reviews and approves the joint venture’s tax return before filing, and approves all leases that cover more than a nominal amount of space relative to the total rentable space at each property, we do not consolidate the joint venture as we consider these to be substantive participation rights that result in shared power of the activities that most significantly impact the performance of our joint venture. Our joint venture agreements typically contain certain protective rights such as the requirement of partner approval to sell, finance or refinance the property and the payment of capital expenditures and operating expenditures outside of the approved budget or operating plan.

On a periodic basis, we assess whether there are any indications that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. A property’s value is considered impaired if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges for consolidated properties) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property. In addition, we assess our ~~investment in an~~ unconsolidated joint venture investments for recoverability, and if it is determined that a loss in value of the investment is other than temporary, we write down the investment to its fair value. We evaluate our equity investment for impairment based on the joint venture’s projected discounted cash flows. We do not believe that the values of any of our consolidated properties or equity investment were impaired at either ~~June~~September 30, 2013 or December 31, 2012.

We allocate the purchase price of real estate to land and building (inclusive of tenant improvements) and, if determined to be material, intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases. We depreciate the amount allocated to building (inclusive of tenants improvements) and other intangible assets over their estimated useful lives, which generally range from three to 40 years and from one to 14 years, respectively. The values of the above- and below-market leases are amortized and recorded as either an increase (in the case of below-market leases) or a decrease (in the case of above-market leases) to rental income over the remaining term of the associated lease, which generally range from one to 14 ~~years.~~years. The value associated with in-place leases is amortized over the expected term of the associated lease, which generally ranges from one to 14 ~~years.~~years. If a tenant vacates its space prior to the contractual termination of the lease and no rental payments are being made on the lease, any unamortized balance of the related intangible will be written off. The tenant improvements and origination costs are amortized as an expense over the remaining life of the lease (or charged against earnings if the lease is terminated prior to its contractual expiration date). We assess fair value of the leases based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. To the extent acquired leases contain fixed rate renewal options that are below market and determined to be material, we amortized such below market lease value into rental income over the renewal period.

We recognized an increase of approximately ~~$5.2~~$5.5 million ~~$10.7~~, $16.2 million ~~$4.8~~, $4.2 million and ~~$9.9~~$14.1 million in rental revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively, for the amortization of aggregate below-market leases in excess of above-market leases and ~~a reduction~~reductions in lease origination costs, resulting from the allocation of the purchase price of the applicable properties. We recognized an increase in interest expense for the amortization of above-market rate mortgages assumed of approximately ~~$0.1~~$0.1 million ~~$0.2~~, $0.4 million ~~$0.1~~, $0.1 million and ~~$0.3~~$0.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.

The following summarizes our identified intangible assets (acquired above-market leases and in-place leases) and intangible liabilities (acquired below-market leases) as of ~~June~~September 30, 2013 and December 31, 2012 (in thousands):

June 30,
2013

December 31,
2012

Identified intangible assets (included in other assets):

Gross amount

$
199,845

$
199,845

Accumulated amortization

(133,257
)
(125,009
)
Net

$
66,588

$
74,836

Identified intangible liabilities (included in deferred revenue):

Gross amount

$
399,088

$
399,088

Accumulated amortization

(245,354
)
(227,637
)
Net

$
153,734

$
171,451

September 30,
2013 December 31,
2012
Identified intangible assets (included in other assets):

Gross amount $ 199,845
$ 199,845
Accumulated amortization (137,939 ) (125,009 )
Net $ 61,906
$ 74,836
Identified intangible liabilities (included in deferred revenue):

Gross amount $ 399,088
$ 399,088
Accumulated amortization (254,216 ) (227,637 )
Net $ 144,872
$ 171,451

We account for our investments in unconsolidated joint ventures under the equity method of accounting as we exercise significant influence, but do not control the entity and are not considered to be the primary beneficiary. We consolidate the joint ventures that we control or which are VIEs and where we are considered to be the primary beneficiary. In all the joint ventures, the rights of the joint venture partner are both protective as well as participating. Unless the joint venture is determined to be a VIE and we are the primary beneficiary in a VIE, these participating rights preclude us from consolidating these ~~non-VIE entities.~~joint ventures. This investment is recorded initially at cost, as investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Any difference between the carrying amount of this investment on our balance sheet and the underlying equity in net assets is amortized as an adjustment to equity in net income (loss) of unconsolidated joint venture over the

Rental revenue is recognized on a straight-line basis over the term of the lease. Rental revenue recognition commences when the tenant takes possession or controls the physical use of the leased space. In order for the tenant to take possession, the leased space must be substantially ready for its intended use. To determine whether the leased space is substantially ready for its intended use, management evaluates whether we are or the tenant is the owner of tenant improvements for accounting purposes. When management concludes that we are the owner of tenant improvements, rental revenue recognition begins when the tenant takes possession of the finished space, which is when such tenant improvements are substantially complete. In certain instances, when management concludes that we are not the owner (the tenant is the owner) of tenant improvements, rental revenue recognition begins when the tenant takes possession of or controls the space. When management concludes that we are the owner of tenant improvements for accounting purposes, ~~management records~~we record amounts funded to construct the tenant improvements as a capital asset. For these tenant improvements, ~~management records~~we record amounts reimbursed by tenants as a reduction of the capital asset. When management concludes that the tenant is the owner of tenant improvements for accounting purposes, ~~management records~~we record our contribution towards those improvements as a lease incentive, which is included in deferred leasing costs on our consolidated balance sheets and amortized as a reduction to rental revenue on a straight-line basis over the term of the lease. The excess of rents recognized over amounts contractually due pursuant to the underlying leases are included in deferred rents receivable on the accompanying

consolidated balance sheets. We establish, on a current basis, an allowance for future potential tenant credit losses, which may occur against this account. The balance reflected on the consolidated balance ~~sheet~~sheets is net of such allowance.

In addition to base rent, our tenants also generally will pay their pro rata share of increases in real estate taxes and operating expenses for the building over a base year. In some leases, in lieu of paying additional rent based upon increases in building operating expenses, the tenant will pay additional rent based upon increases in the wage rate paid to porters over the porters’ wage rate in effect during a base year or increases in the consumer price index over the index value in effect during a base year. In addition, many of our leases contain fixed percentage increases over the base rent to cover escalations.

Electricity is most often supplied by the landlord either on a sub-metered basis, or rent inclusion basis (i.e., a fixed fee is included in the rent for electricity, which ~~amount~~ may increase based upon increases in electricity rates or increases in electrical usage by the tenant). Base building services other than electricity (such as heat, air conditioning and freight elevator service during business hours, and base building cleaning) are typically provided at no additional cost, with the tenant paying additional rent only for services which exceed base building services or for services which are provided outside normal business hours.

These escalations are based on actual expenses incurred in the prior calendar year. If the expenses in the current year are different from those in the prior year, then during the current year, the escalations will be adjusted to reflect the actual expenses for the current year.

We record a gain on sale of real estate when title is conveyed to the buyer, subject to the buyer’s financial commitment being sufficient to provide economic substance to the sale and we have no substantial economic involvement with the buyer.

Interest income on preferred equity investments is recognized over the life of the investment using the effective interest method and recognized on the accrual basis. Fees received in connection with loan commitments are deferred until the loan is funded and are then recognized over the term of the loan as an adjustment to yield. Anticipated exit fees, whose collection is expected, are also recognized over the term of the loan as an adjustment to yield. Fees on commitments that expire unused are recognized at expiration.

Income recognition is generally suspended for preferred equity investments at the earlier of the date at which payments become 90 days past due or when, in the opinion of management, a full recovery of interest income and principal becomes doubtful. Interest

If we purchase a preferred equity investment at a discount, intend to hold it until maturity and expect to recover the full value of the investment, we accrete the discount into income as an adjustment to yield over the term of the investment. If we purchase a preferred equity investment at a discount with the intention of foreclosing on the collateral, we do not accrete the discount.

No provision has been made for income taxes in the accompanying consolidated financial statements since such taxes, if any, are the responsibility of the individual partners.

The expense for possible credit losses in connection with preferred equity investments is the charge to earnings to increase the allowance for possible credit losses to the level that we estimate to be adequate, based on Level 3 data, considering delinquencies, loss experience and collateral quality. Other factors considered relate to geographic trends and product diversification, the size of the portfolio and current economic conditions. Based upon these factors, we establish the provision for possible credit loss on each individual investment. When it is probable that we will be unable to collect all amounts contractually due, the investment is considered impaired.

Where impairment is indicated on an investment that is held to maturity, a valuation allowance is measured based upon the excess of the recorded investment amount over the net fair value of the collateral. Any deficiency between the carrying amount of an asset and the calculated value of the collateral is charged to expense. The write-off of the reserve balance is called a charge-off. We continue to assess or adjust our estimates based on the circumstances of a loan and the underlying collateral. If additional information is obtained that reflects an increased recovery of our investment, we will adjust our reserves accordingly. We recorded no loan loss reserves during the three ~~or six~~and nine months ended ~~June~~September 30, 2013 and ~~2012, respectively.~~2012. During the three and ~~six~~nine months ended ~~June~~September 30, 2012, we recorded zero and ~~$0.5~~$0.5 million, respectively, in recoveries in connection with the sale of one of our debt investments. This is included in loan loss reserves, net of recoveries in the accompanying consolidated statements of income.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~Fair Value Measurements~~

Fair value is a market-based measurement, not an entity-specific measurement, and should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, FASB guidance establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The estimated fair values of tangible and intangible assets and liabilities recorded in connection with business combinations are based on Level 3 inputs. We estimate fair values based on cash flow projections utilizing appropriate discount and/or capitalization rates and available market information.

We determine impairment in real estate investments and preferred equity investments, including intangibles, utilizing cash flow projections that apply estimated revenue and expense growth rates, discount rates and capitalization rates, which are classified as Level 3 inputs. We determined the valuation allowance for loan losses based on Level 3 inputs. See Note 5, “Preferred Equity and Other Investment.”

~~We use the following methods and assumptions in estimating fair value disclosures for financial instruments.~~

·~~Cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses:~~ The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued expenses reported in our consolidated balance sheets approximates fair value due to the short-term nature of these instruments.

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash investments, preferred equity investments and accounts receivable. We place our cash investments in excess of insured amounts with high quality financial institutions. The collateral securing our preferred equity investments is located in the New York Metropolitan area. See Note 5,4, “Preferred Equity and Other Investments.” We perform ongoing credit evaluations of our tenants and require most tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the total value of a tenant’s lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. Although the properties in our real estate portfolio are primarily located in Manhattan, we also have Suburban properties located in Westchester County and Connecticut. The tenants located in our buildings operate in various industries. Other than two tenants who account for approximately ~~5.0%~~5.2% and ~~3.2%~~3.3% of our annualized cash rent, respectively, no other tenant in our portfolio accounted for more than ~~3.0%~~3.2% of our annualized cash rent at ~~June~~September 30, ~~2013.~~2013. Approximately ~~18%~~19%, ~~10%~~11%, 10%, 9%10% and 9% of our annualized cash rent for the three months ended ~~June~~September 30, 2013 was attributable to 1185 Avenue of the Americas, ~~750~~919 Third Avenue, ~~919~~750 Third Avenue, 810 Seventh Avenue and 1350 Avenue of the Americas, respectively.

Certain prior year balances have been reclassified to conform to our current year presentation primarily in order to eliminate discontinued operations from income from continuing operations and to reclassify deferred origination fees from deferred income to preferred equity and other investment.

In February 2013, the FASB issued guidance on the presentation and disclosure of reclassification adjustments out of accumulated other comprehensive income, or AOCI. The standard requires an entity to present information about significant items reclassified out of AOCI by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to financial statements. The guidance became effective for calendar year-end public companies beginning in the first quarter of 2013 and its adoption did not have a material impact on our consolidated financial statements.

In ~~September 2012, we acquired the aggregate 267,000 square foot office buildings located at 635 and 641 Sixth Avenue for $173.0 million.~~

In June 2012, we acquired a 215,000 square foot office building located at 304 Park Avenue South for $135.0 million. The property was acquired with approximately $102.0 million in cash and $33.0 million in units of limited partnership interest of the Operating Partnership.

~~The following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these 2012 acquisitions (amounts in thousands):~~

635-641
Sixth
Avenue

304 Park
Avenue
South

Land

$
69,848

$
54,189

Building

104,474

75,619

Above market lease value

—

2,824

Acquired in-place leases

7,727

8,265

Assets acquired

182,049

140,897

Below market lease value

9,049

5,897

Liabilities assumed

9,049

5,897

Purchase price allocation

$
173,000

$
135,000

Net consideration funded by us at closing

$
173,000

$
135,000

Equity and/or debt investment held

$
—

$
—

Debt assumed

$
—

$
—

4.~~Assets Held for Sale~~

~~In June~~August 2013, we ~~entered into an agreement to sell~~sold the property located at 333 West 34th, New York, New York for ~~$220.3 million. This transaction closed~~$220.3 million. We recognized a gain of $13.8 million on ~~August 9,~~the sale. The $211.0 million net proceeds from the sale of this property are temporarily being held at a qualified intermediary, at our direction, for the purpose of facilitating a Section 1031 Like-Kind Exchange, and, as such, are included in restricted cash on the consolidated balance sheets at September 30, 2013.

Discontinued operations included the results of operations of real estate assets ~~under contract~~sold prior to ~~June~~September 30, ~~2013.~~2013. This included 333 West 34th, which was ~~held for sale at June~~sold in August 2013.

The following table summarizes income from discontinued operations for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively (in thousands).

Three Months Ended June 30,

Six Months Ended June 30,

2013

2012

2013

2012

Revenues

Rental revenue

$
4,569

$
3,402

$
8,250

$
6,936

Escalation and reimbursement revenues

139

567

566

1,050

Total revenues

4,708

3,969

8,816

7,986

Operating expenses

1,247

1,223

2,473

2,413

Real estate taxes

235

239

470

473

Depreciation and amortization

1,506

1,471

2,987

2,903

Total expenses

2,988

2,933

5,930

5,789

Net income from discontinued operations

$
1,720

$
1,036

$
2,886

$
2,197



	Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012
Revenues
Rental revenue	$	1,422	$	3,342	$	9,671	$	10,278
Escalation and reimbursement revenues	653		557		1,220		1,607
Total revenues	2,075		3,899		10,891		11,885
Operating expenses	576		1,370		3,049		3,783
Real estate taxes	141		228		611		701
Depreciation and amortization	—		1,446		2,987		4,349
Total expenses	717		3,044		6,647		8,833
Net income from discontinued operations	$	1,358	$	855	$	4,244	$	3,052

As of ~~June~~September 30, 2013 and December 31, 2012, we held the following preferred equity investments, with an aggregate weighted average current yield of approximately ~~10.2%~~10.9% at ~~June~~September 30, 2013 (in thousands):



Type	September 30, 2013 Senior Financing		September 30, 2013 Carrying Value, Net of Discounts and Deferred Origination Fees		December 31, 2012 Carrying Value, Net of Discounts and Deferred Origination Fees		Initial Mandatory Redemption
Preferred equity	$	70,000	$	9,937	$	9,927	October 2014
Preferred equity(1)(2)	525,000		107,723		99,768		July 2015
Preferred equity(1)(3)	55,747		24,426		18,925		April 2016
Preferred equity(1)	926,260		216,037		209,959		July 2016
	$	1,577,007	$	358,123	$	338,579

Type

June 30,
2013
Senior
Financing

June 30,
2013
Carrying
Value, Net of
Discounts
and Deferred
Origination
Fees

December 31,
2012
Carrying
Value, Net of
Discounts
and Deferred
Origination
Fees

Initial
Mandatory
Redemption

Preferred equity

$
70,000

$
9,934

$
9,927

October 2014

Preferred equity(1)(2)

525,000

105,360

99,768

July 2015

Preferred equity(1)(3)

55,986

22,213

18,925

April 2016

Preferred equity(1)

926,260

213,794

209,959

July 2016

$
1,577,246

$
351,301

$
338,579

~~(1)~~
(1)	The difference between the pay and accrual rates is included as an addition to the principal balance outstanding.


(2)	In June 2013, the redemption date was extended from July 2014 to July 2015.


(3)	As of ~~June~~September 30, 2013, we ~~are~~were committed to fund an additional ~~$3.6~~$1.4 million on this loan.

At ~~June~~September 30, 2013 and December 31, 2012, all preferred equity investments were performing in accordance with the terms of the loan agreements.

The Other Investment, which was acquired in January 2013 and is accounted for under the equity method of accounting, relates to our 40.0% interest in a joint venture that holds a preferred equity interest in an entity that owns a retail property located in Manhattan. The preferred equity investment bears interest at a rate of 8.75% per annum and matures in June 2016. As of ~~June~~September 30, 2013, our investment balance was ~~$20.4 million.~~

6.$20.7 million.

13
Table of Contents
Reckson Operating Partnership, L.P.
Notes to Consolidated Financial Statements
September 30, 2013
(Unaudited)

5.Mortgage Note and Other Loans Payable

The mortgage note and other loans payable collateralized by the property listed below and assignment of leases and investment at ~~June~~September 30, 2013 and December 31, 2012, respectively, were as follows (amounts in thousands):



Property	Interest Rate(1)		Maturity Date	September 30, 2013		December 31, 2012
609 Partners, LLC(2)	5.00	%	July 2014	$	23	$	23
Other loan payable(3)	8.00	%	September 2019	50,000		50,000
919 Third Avenue(4)	5.12	%	June 2023	500,000		500,000
				$	550,023	$	550,023

Property

Interest
Rate(1)

Maturity
Date

June 30,
2013

December 31,
2012

609 Partners, LLC(2)

5.00
%
7/2014

$
23

$
23

Other loan payable(3)

8.00
%
9/2019

50,000

50,000

919 Third Avenue(4)

5.12
%
6/2023

500,000

500,000

$
550,023

$
550,023

~~(1)~~
(1)	Effective weighted average interest rate for the three months ended ~~June~~September 30, ~~2013.~~ 2013.


(2)	As part of an acquisition, the Operating Partnership issued 63.9 million units of its 5.0% Series E Preferred Units, or the Series E Units, with a liquidation of ~~$1.00~~$1.00 per unit. As of ~~June~~September 30, 2013, approximately 63.8 million Series E Units had been redeemed.


(3)	This loan is secured by a portion of a preferred equity investment.


(4)	We own a 51% controlling interest in the joint venture that is the borrower on this loan. This loan is non-recourse to us.

At ~~June~~September 30, 2013, the gross book value of the property and investment collateralizing the mortgage note and other loans payable was approximately ~~$1.5 billion.~~

15$1.5 billion.

~~Table of Contents~~

~~Reckson Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~June 30, 2013~~

~~(Unaudited)~~

7.Corporate Indebtedness

2012 Credit Facility

In November 2012, we entered into a ~~$1.6~~$1.6 billion credit facility, or the 2012 credit facility, which refinanced, extended and upsized the previous 2011 revolving credit facility. The 2012 credit facility consists of a ~~$1.2~~$1.2 billion revolving credit facility, or the revolving credit facility, and a ~~$400.0~~$400.0 million term loan, or the term loan facility. The revolving credit facility matures in March 2017 and includes two ~~six-month~~six-month extension options, subject to certain conditions and the payment of an extension fee of 10 basis points for each such extension. We also have an option, subject to customary conditions, without the consent of existing lenders, to increase the capacity under the revolving credit facility to ~~$1.5~~$1.5 billion at any time prior to the maturity date for the revolving credit facility, by obtaining additional commitments from our current lenders and other financial institutions. The term loan facility matures on March 30, 2018.

The 2012 credit facility bears interest at a spread over LIBOR ranging from (i) 100 basis points to 175 basis points for loans under the revolving credit facility and (ii) 115 basis points to 200 basis points for loans under the term loan facility, in each case based on the credit rating assigned to our senior unsecured long-term indebtedness. At ~~June~~September 30, 2013, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. At September 30, 2013, the effective interest rate was 1.64% for revolving credit facility and 2.00% for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point fee on the unused balance of the commitments under the revolving credit facility. As of ~~June~~September 30, 2013, the facility fee was 30 basis points. At ~~June~~September 30, 2013, we had approximately ~~$91.6~~$79.1 million of outstanding letters of credit, ~~$40.0~~$340.0 million borrowings under the revolving credit facility and ~~$400.0~~$400.0 million outstanding under the term loan facility, with undrawn capacity of ~~$1.2~~$0.9 billion under the 2012 credit facility.

We, SL Green and the Operating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.

The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

~~2011 Revolving Credit Facility~~

Table of Contents

Reckson Operating Partnership, L.P.

Notes to 185 basis points, based on the credit rating assigned to our senior unsecured long term indebtedness, and required us to pay quarterly in arrears a 17.5 to 45 basis point facility fee on the total commitments under the 2011 revolving credit facility. The 2011 revolving credit facility included certain restrictions and covenants and, as of the time of the termination of the 2011 revolving credit facility and as of November 2012, we were in compliance with all such restrictions and covenants.

Consolidated Financial Statements

September 30, 2013

(Unaudited)

Senior Unsecured Notes

The following table sets forth our senior unsecured notes and other related disclosures as of ~~June~~September 30, 2013 and December 31, 2012, respectively, by scheduled maturity date (amounts in thousands):



Issuance	September 30, 2013 Unpaid Principal Balance		September 30, 2013 Accreted Balance		December 31, 2012 Accreted Balance		Coupon Rate(1)		Effective Rate		Term (in Years)	Maturity Date
August 13, 2004(2)	$	75,898	$	75,898	$	75,898	5.88	%	5.88	%	10	August 15, 2014
March 31, 2006(2)	255,308		255,194		255,165		6.00	%	6.00	%	10	March 31, 2016
August 5, 2011(3)	250,000		249,666		249,620		5.00	%	5.00	%	7	August 15, 2018
March 16, 2010(3)	250,000		250,000		250,000		7.75	%	7.75	%	10	March 15, 2020
November 15, 2012(3)	200,000		200,000		200,000		4.50	%	4.50	%	10	December 1, 2022
June 27, 2005(4)	7		7		7		4.00	%	4.00	%	20	June 15, 2025
	$	1,031,213	$	1,030,765	$	1,030,690

Issuance

June 30,
2013
Unpaid
Principal
Balance

June 30,
2013
Accreted
Balance

December
31, 2012
Accreted
Balance

Coupon
Rate(1)

Effective
Rate

Term
(in Years)

Maturity

August 13, 2004(2)

$
75,898

$
75,898

$
75,898

5.88
%
5.88
%
10

August 15, 2014

March 31, 2006(2)

255,308

255,185

255,165

6.00
%
6.00
%
10

March 31, 2016

August 5, 2011(3)

250,000

249,651

249,620

5.00
%
5.00
%
7

August 15, 2018

March 16, 2010(3)

250,000

250,000

250,000

7.75
%
7.75
%
10

March 15, 2020

November 15, 2012(3)

200,000

200,000

200,000

4.50
%
4.50
%
10

December 1, 2022

June 27, 2005(4)

7

7

7

4.00
%
4.00
%
20

June 15, 2025

$
1,031,213

$
1,030,741

$
1,030,690

~~(1)~~
(1)	Interest on the senior unsecured notes is payable semi annually with principal and unpaid interest due on the scheduled maturity dates.


(2)	On December 27, 2012, we repurchased ~~$42.4~~$42.4 million of aggregate principal amount of these notes, consisting of ~~$22.7~~$22.7 million of the 5.875% Notes and ~~$19.7~~$19.7 million of the ~~6.0%~~6.000% Notes, for a total consideration of ~~$46.4~~$46.4 million and realized a net loss on early extinguishment of debt of approximately ~~$3.8 million.~~ $3.8 million.


(3)	We, SL Green and the Operating Partnership are co-obligors.

(4)

Exchangeable senior debentures which are currently callable at par. In addition, the debentures can be put to us, at the option of the holder at par plus accrued and unpaid interest, on June 15, 2015 and 2020 and upon the occurrence of certain change of control transactions. As a result of the Merger, the adjusted exchange rate for the debentures is 7.7461 shares of SL Green’s common stock per ~~$1,000~~$1,000 of principal amount of debentures and the adjusted reference dividend for the debentures is ~~$1.3491.~~$1.3491. During the year ended December 31, 2012, we repurchased ~~$650,000~~$650,000 of these bonds at par.

~~Table of Contents~~

~~Reckson Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~June 30, 2013~~

~~(Unaudited)~~

ROP also provides a guaranty of the Operating Partnership’s obligations under its 3.00% Exchangeable Senior Notes due 2017.

Restrictive Covenants

The terms of the 2012 credit facility and certain of our senior unsecured notes include certain restrictions and covenants which may limit, among other things, SL Green’s ability to pay dividends, make certain types of investments, incur additional indebtedness, incur liens and enter into negative pledge agreements and dispose of assets, and which require compliance with financial ratios relating to the minimum amount of tangible net worth, a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a maximum ratio of secured indebtedness to total asset value and a maximum ratio of unsecured indebtedness to unencumbered asset value. The dividend restriction referred to above provides that SL Green will not during any time when a default is continuing, make distributions with respect to its common stock or other equity interests, except to enable SL Green to continue to qualify as a REIT for Federal income tax purposes. As of ~~June~~September 30, 2013 and December 31, 2012, we were in compliance with all such covenants.

Principal Maturities

Combined aggregate principal maturities of mortgage note and other loans payable, revolving credit facility and term loan and senior unsecured notes as of ~~June~~September 30, 2013, including as-of-right extension options, were as follows (in thousands):

Scheduled
Amortization

Principal
Repayments

Revolving
Credit
Facility

Term
Loan and
Senior
Unsecured
Notes

Total

2013

$
—

$
—

$
—

$
—

$
—

2014

—

23

—

75,898

75,921

2015

—

—

—

7

7

2016

4,116

—

—

255,185

259,301

2017

7,056

—

—

—

7,056

Thereafter

38,220

500,608

40,000

1,099,651

1,678,479

$
49,392

$
500,631

$
40,000

$
1,430,741

$
2,020,764

Table of Contents

Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements

September 30, 2013

(Unaudited)



	Scheduled Amortization		Principal Repayments		Revolving Credit Facility		Term Loan and Senior Unsecured Notes		Total
2013 (3 months)	$	—	$	—	$	—	$	—	$	—
2014	—		23		—		75,898		75,921
2015	—		—		—		7		7
2016	3,566		—		—		255,308		258,874
2017	7,411		—		—		—		7,411
Thereafter	47,430		491,593		340,000		1,100,000		1,979,023
	$	58,407	$	491,616	$	340,000	$	1,431,213	$	2,321,236

Consolidated interest expense, excluding capitalized interest, was comprised of the following (in thousands):

Three Months Ended

Six Months Ended

June 30,

June 30,

2013

2012

2013

2012

As Adjusted

As Adjusted

Interest expense

$
27,597

$
26,601

$
54,339

$
54,510

Interest income

(13
)
(15
)
(26
)
(30
)
Interest expense, net

$
27,584

$
26,586

$
54,313

$
54,480

Interest capitalized

$
—

$
—

$
—

$
—

Three Months Ended
September 30, Nine Months Ended
September 30,
2013 2012 2013 2012
As Adjusted As Adjusted
Interest expense $ 28,154
$ 25,881
$ 82,493
$ 80,392
Interest income (19 ) (23 ) (45 ) (54 )
Interest expense, net $ 28,135
$ 25,858
$ 82,448
$ 80,338
Interest capitalized $ —
$ —
$ —
$ —

7.Partners’ Capital
Since consummation of the Merger on January 25, 2007, the Operating Partnership has owned all the economic interests in ROP either by direct ownership or by indirect ownership through our general partner, which is its wholly-owned subsidiary.
Intercompany transactions between SL Green and ROP are generally recorded as contributions and distributions.

8.Fair Value ~~of Financial Instruments~~Measurements

~~The following disclosures of estimated~~

We are required to disclose the fair value ~~were determined by management using available market~~ information ~~and appropriate valuation methodologies, as discussed~~about our financial instruments, whether or not recognized in ~~Note 2, “Significant Accounting Policies.” Considerable judgment~~the consolidated balance sheets, for which it is ~~necessary~~practicable to ~~interpret market data and develop estimated~~estimate fair value. ~~Accordingly,~~FASB guidance defines fair value as the ~~estimates presented herein are not necessarily indicative of~~price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the ~~amounts we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on~~measurement date. We measure and disclose the estimated fair value ~~amounts.~~

~~Cash~~of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. This hierarchy consist of three broad levels: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2 - inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and Level 3 - unobservable inputs for the asset or liability that are used when little or no market data is available. We follow this hierarchy for our assets and liabilities measured at fair value on a recurring and nonrecurring basis. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of the particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

We measure our derivatives instruments at fair value on a recurring basis. The fair value of derivative instruments is based on current market data received from financial sources that trade such instruments and are based on prevailing market data and derived from third party proprietary models based on well-recognized financial principles and reasonable estimates about relevant future market conditions, which are classified as Level 2 inputs.

Table of Contents

Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements

September 30, 2013

(Unaudited)

The financial assets and liabilities that are not measured at fair value on our consolidated balance sheet include cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, preferred equity investments, and mortgages and other loans payable and other secured and unsecured debt. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable ~~balances reasonably approximate their~~and accrued expenses reported in our consolidated balance sheets approximates fair ~~values~~value due to the short ~~maturities~~term nature of these ~~items. Mortgage note and other loans payable and the senior unsecured notes had an estimated~~instruments. The fair value ~~based on discounted cash flow models, based on Level 3 inputs,~~ of approximately $1.7 billion, compared to the book value of the related fixed rate debt of approximately $1.6 billion at June 30, 2013. Our floating rate debt, inclusive of our 2012 credit facility, but excluding $30.0 million of which was swapped, had an estimated fair value based on discounted cash flow models, based on Level 3 inputs, of approximately $418.5 million, compared to the book value of the related floating rate debt of approximately $410.0

~~Table of Contents~~

~~Reckson Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~June 30, 2013~~

~~(Unaudited)~~

~~million at June 30, 2013. Our~~ preferred equity investments, ~~had an~~which is classified as Level 3, is estimated by discounting the future cash flows using current interest rates at which similar loans with the same maturities would be made to borrowers with similar credit ratings. The fair value ~~ranging between $333.7 million~~of borrowings, which is classified as Level 3, is estimated by discounting the contractual cash flows of each debt to their present value using adjusted market interest rates, which is provided by a third-party specialist.

The following table provides the carrying value and ~~$368.9 million, compared to the book~~fair value of ~~related preferred equity investments~~these financial instruments as of ~~approximately $351.3 million at June~~September 30, 2013 ~~based on Level 3 inputs.~~ and December 31, 2012 (in thousands):



	September 30, 2013				December 31, 2012
	Carrying Value		Fair Value		Carrying Value		Fair Value

Preferred equity investments	$	358,123	(1)		$	338,579	(1)

Fixed rate debt	$	1,610,788	$	1,742,020	$	1,610,713	$	1,776,057
Variable rate debt	710,000		730,789		440,000		435,205
	$	2,320,788	$	2,472,809	$	2,050,713	$	2,211,262

(1)
Preferred equity investments had an estimated fair value ranging between $358.1 million and $393.9 million at September 30, 2013. At December 31, 2012, the preferred equity investments had an estimated fair value ranging between $300.0 million and $400.0 million.

Disclosure about fair value of financial instruments is based on pertinent information available to us as of ~~June~~September 30, ~~2013.~~2013. Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

9.~~Partners’ Capital~~

Since consummation of the Merger on January 25, 2007, the Operating Partnership has owned all the economic interests in ROP either by direct ownership or by indirect ownership through our general partner, which is its wholly-owned subsidiary.

~~Intercompany transactions between SL Green and ROP are generally recorded as contributions and distributions.~~

~~10.~~Financial Instruments: Derivatives and Hedging

In the normal course of business, we use a variety of commonly used derivative instruments, such as interest rate swaps, caps, collar and floors, to manage, or hedge interest rate risk. We hedge our exposure to variability in future cash flows for forecasted transactions in addition to anticipated future interest payments on existing debt. We recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges are adjusted to fair value through earnings. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. Reported net income and capital may increase or decrease prospectively, depending on future levels of interest rates and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows.

~~Accumulated~~ Currently, all of our designated derivative instruments are effective hedging instruments.

As of September 30, 2013, the Company has designated an interest swap agreement on the $30.0 million portion of the 2012 credit facility. The following table summarizes the notional and fair value of our derivative financial instrument at September 30, 2013 based on Level 2 inputs. The notional value is an indication of the extent of our involvement in these instruments at that time, but does not represent exposure to credit, interest rate or market risks (amounts in thousands):

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements

September 30, 2013

(Unaudited)



	Notional Value		Strike Rate		Effective Date	Expiration Date	Balance Sheet Location	Fair Value
Interest Rate Swap	$	30,000	2.295	%	July 2010	June 2016	Other Liabilities	$	(1,412	)

Gains and losses on terminated hedges are included in the accumulated other comprehensive loss, ~~at June 30, 2013 consists of approximately $4.3 million from the settlement of hedges, which~~and are ~~being amortized~~recognized into earnings over the remaining term of the related senior unsecured notes. ~~Currently, all~~As of ~~our designated~~September 30, 2013 and December 31, 2012, the deferred net losses from these terminated hedges, which are included in accumulated other comprehensive loss relating to net unrealized loss on derivative ~~instruments are effective hedging instruments.~~

instrument, was approximately $2.8 million and $3.0 million, respectively.

Over time, the realized and unrealized gains and losses held in accumulated other comprehensive loss will be reclassified into earnings as an adjustment to interest expense in the same periods in which the hedged interest payments affect earnings. We estimate that approximately ~~$0.9~~$1.0 million of the current balance held in accumulated other comprehensive loss will be reclassified into interest expense within the next 12 months.

The following table presents the effect of our derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of comprehensive income for the three months ended ~~June~~September 30, 2013 and 2012, respectively (in thousands):

Amount of Loss
Recognized in
Other Comprehensive
Loss
(Effective Portion)
For the Three Months Ended
June 30,

Amount of (Gain) or Loss
Reclassified from
Accumulated Other
Comprehensive Loss into
Interest Expense (Effective
Portion)
For the Three Months Ended
June 30,

Amount of Loss
Recognized
in Interest Expense (Ineffective
Portion)
For the Three Months Ended
June 30,

Designation\Cash Flow

Derivative

2013

2012

2013

2012

2013

2012

Qualifying

Interest Rate Swaps/Caps

$
(231
)
$
(434
)
$
(230
)
$
245

$
—

$
(1
)

Non-qualifying

Interest Rate Caps

—

—

—

—

—

—



	Amount of Gain or (Loss) Recognized in Other Comprehensive Loss (Effective Portion)						Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)				Location of Gain (Loss) Recognized in Income on Derivative	Amount of Loss or Recognized into Income (Ineffective Portion)
	Three Months Ended September 30,							Three Months Ended September 30,				Location of Gain (Loss) Recognized in Income on Derivative	Three Months Ended September 30,
Derivative	2013			2012				2013		2012			2013			2012
Interest Rate Swaps/Caps	$	(149	)	$	(248	)	Interest expense	$	234	$	248	Interest expense	$	(2	)	$	—

~~Table of Contents~~

~~Reckson Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~June 30, 2013~~

~~(Unaudited)~~

The following table presents the effect of our derivative financial instruments that are designated and qualify as hedging instruments on the consolidated statements of income for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively (in thousands):

Amount of Loss
Recognized in
Other Comprehensive
Loss
(Effective Portion)
For the Six Months Ended

Amount of (Gain) or Loss
Reclassified from
Accumulated Other
Comprehensive Loss into
Interest Expense (Effective
Portion)
For the Six Months Ended

Amount of Loss
Recognized
in Interest Expense (Ineffective
Portion)
For the Six Months Ended

Designation\Cash Flow

Derivative

June 30,
2013

June 30,
2012

June 30,
2013

June 30,
2012

June 30,
2013

June 30,
2012

Qualifying

Interest Rate Swaps/Caps

$
(193
)
$
(538
)
$
(477
)
$
489

$
—

$
(1
)

Non-qualifying

Interest Rate Caps/Currency Hedges

—

—

—

—

—

—

Amount of Gain or (Loss)
Recognized in
Other Comprehensive
Loss
(Effective Portion)
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Amount of Loss
Reclassified from
Accumulated Other
Comprehensive Loss into Income
(Effective Portion)
Location of Gain (Loss) Recognized in Income on Derivative
Amount of Loss
Recognized
in Income
(Ineffective Portion)
Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30,
Derivative 2013 2012 2013 2012 2013 2012
Interest Rate Swaps/Caps $ 44
$ (786 ) Interest expense $ 711
$ 737
Interest expense $ (2 ) $ (2 )

~~11.~~10.Related Party Transactions

Cleaning/ Security/ Messenger and Restoration Services

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements

September 30, 2013

(Unaudited)

into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements. Alliance paid the affiliate approximately ~~$0.8~~$0.7 million ~~$1.6~~, $2.3 million ~~$0.7~~, $0.7 million and ~~$1.4~~$2.1 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. We paid Alliance approximately ~~$1.3~~$1.5 million ~~$2.5~~, $4.0 million ~~$1.4~~, $1.4 million and ~~$2.4~~$3.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively, for these services (excluding services provided directly to tenants).

Allocated Expenses from SL Green

Property operating expenses include an allocation of salary and other operating costs from SL Green based on square footage of the related properties. Such amount was approximately ~~$1.6~~$1.8 million ~~$3.5~~, $5.2 million ~~$1.5~~, $1.7 million and ~~$3.2~~$4.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.

Insurance

~~Insurance~~

We obtained insurance coverage through an insurance program administered by SL Green. In connection with this program, we incurred insurance expense of approximately ~~$1.3~~$1.3 million ~~$2.5~~, $3.8 million ~~$1.2~~, $1.2 million and ~~$2.3~~$3.5 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.

~~12.~~11.Commitments and Contingencies

Legal Proceedings

We are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business. Management believes the costs, if any, incurred by us related to this litigation will not materially affect our financial position, operating results or liquidity.

~~Table of Contents~~

~~Reckson Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~June 30, 2013~~

~~(Unaudited)~~

~~The following is a schedule of future minimum lease payments under capital lease and non-cancellable operating leases with initial terms in excess of one year as of June 30, 2013 (in thousands):~~

Capital lease

Non-cancellable
operating leases

2013 (6 months)

$
1,073

$
7,563

2014

2,147

15,127

2015

2,218

15,282

2016

2,361

15,592

2017

2,361

15,592

Thereafter

299,303

932,123

Total minimum lease payments

309,463

$
1,001,279

Less amount representing interest

(282,500
)

Present value of net minimum lease payments

$
26,963

~~13.~~Environmental Matters

Our management believes that the properties are in compliance in all material respects with applicable Federal, state and local ordinances and regulations regarding environmental issues. Management is not aware of any environmental liability that it believes would have a materially adverse impact on our financial position, results of operations or cash flows. Management is unaware of any instances in which it would incur significant environmental cost if any of our properties were sold.

Capital and Ground Leases Arrangements

The following is a schedule of future minimum lease payments under capital lease and non-cancellable operating leases with initial terms in excess of one year as of September 30, 2013 (in thousands):

Capital lease
Non-cancellable
operating leases
2013 (3 months) $ 537
$ 3,782
2014 2,147
15,127
2015 2,218
15,282
2016 2,361
15,592
2017 2,361
15,592
Thereafter 299,302
932,123
Total minimum lease payments 308,926
$ 997,498
Less amount representing interest (281,837 )
Present value of net minimum lease payments $ 27,089

~~14.~~12.Segment Information

We are engaged in acquiring, owning, managing and leasing commercial properties in Manhattan, Westchester County and Connecticut and have two reportable segments, real estate and preferred equity and other investments. We evaluate real estate performance and allocate resources based on earnings contribution to income from continuing operations.

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Reckson Operating Partnership, L.P.

Notes to Consolidated Financial Statements

September 30, 2013

(Unaudited)

Our real estate portfolio is primarily located in the geographical markets of Manhattan, Westchester County and Connecticut. The primary sources of revenue are generated from tenant rents and escalations and reimbursement revenue. Real estate property operating expenses consist primarily of security, maintenance, utility costs, real estate taxes and ground rent expense (at certain applicable properties). See Note 5,4, “Preferred Equity and Other Investment,” for additional details on our preferred equity and other investment.

Selected results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 and selected asset information as of ~~June~~September 30, 2013 and December 31, 2012, regarding our operating segments are as follows (in thousands):

Real
Estate
Segment

Preferred
Equity and
Other
Investment
Segment

Total
Company

Total revenues, including equity in net income from unconsolidated joint venture

Three months ended:

June 30, 2013

$
128,729

$
10,212

$
138,941

June 30, 2012, As Adjusted

123,507

—

123,507

Six months ended:

June 30, 2013

$
258,505

$
20,043

$
278,548

June 30, 2012, As Adjusted

246,322

—

246,322

Income from continuing operations:

Three months ended:

June 30, 2013

$
11,691

$
8,372

$
20,063

June 30, 2012, As Adjusted

16,419

—

16,419

Six months ended:

June 30, 2013

$
20,027

$
16,454

$
36,481

June 30, 2012, As Adjusted

23,653

469

24,122

Total assets:

As of:

June 30, 2013

$
5,014,875

$
372,676

$
5,387,551

December 31, 2012

5,057,563

338,693

5,396,256

Real
Estate
Segment

Preferred
Equity and
Other
Investment
Segment

Total
Company
Total revenues, including equity in net income from unconsolidated joint venture

Three months ended:

September 30, 2013 $ 130,749
$ 9,904
$ 140,653
September 30, 2012, As Adjusted 127,686
—
127,686
Nine months ended:

September 30, 2013 $ 389,254
$ 29,947
$ 419,201
September 30, 2012, As Adjusted 374,008
—
374,008
Income from continuing operations:

Three months ended:

September 30, 2013 $ 6,808
$ 8,182
$ 14,990
September 30, 2012, As Adjusted 5,832
—
5,832
Nine months ended:

September 30, 2013 $ 26,835
$ 24,636
$ 51,471
September 30, 2012, As Adjusted 29,485
469
29,954
Total assets:

As of:

September 30, 2013 $ 5,040,500
$ 379,834
$ 5,420,334
December 31, 2012 5,057,563
338,693
5,396,256

~~Table of Contents~~

~~Reckson Operating Partnership, L.P.~~

~~Notes to Consolidated Financial Statements~~

~~June 30, 2013~~

~~(Unaudited)~~

Income from continuing operations represents total revenues less total expenses for the real estate segment and total investment income and equity in net income from unconsolidated joint venture less allocated interest expense and provision for loan losses for the preferred equity and other investment segment. Interest costs for the preferred equity and other investment segment are imputed assuming 100% leverage at 2012 credit facility borrowing cost. We also allocate loan loss reserves, net of recoveries to the preferred equity and other investment. We do not allocate marketing, general and administrative expenses and transaction related costs to the preferred equity and other investment segment, since we base performance on the individual segments prior to allocating marketing, general and administrative expenses. All other expenses, except interest, relate entirely to the real estate assets. There were no transactions between the above two segments.

~~The table below reconciles income from continuing operations to net income attributable to common unitholders for the three and six months ended June 30,~~

13. Subsequent Events

In November 2013, ~~and 2012 (in thousands):~~

Three Months Ended
June 30,

Six Months Ended
June 30,

2013

2012

2013

2012

As Adjusted

As Adjusted

Income from continuing operations

$
20,063

$
16,419

$
36,481

$
24,122

Net income from discontinued operations

1,720

1,036

2,886

2,197

Net income

21,783

17,455

39,367

26,319

Net income attributable to noncontrolling interests in other partnerships

(1,599
)
(2,067
)
(3,112
)
(3,440
)
Net income attributable to ROP common unitholder

$
20,184

$
15,388

$
36,255

$
22,879

~~15.~~~~Supplemental Disclosure of Non-Cash Investing and Financing Activities~~

~~The following table provides information on non-cash investing and financing activities for the six months ended June 30, 2013 and 2012, respectively (in thousands):~~

Six Months Ended
June 30,

2013

2012

As Adjusted

Tenant improvements and capital expenditures payable

$
2,667

$
4,559

Deferred leasing payable

368

344

Contributions from common unitholder

—

33,090

Redemption of Series E units

—

31,698

Capital leased asset

10,657

—

Transfer to net assets held for sale

194,097

—

~~16.~~~~Subsequent Events~~

~~The sale of 333 West 34th~~we closed on ~~August 9, 2013. See Note 4, “Assets Held for Sale.”~~

~~In August 2013, we entered into a contract to acquire~~the acquisition of a mixed-use residential and commercial property located at 315 West 33rd Street ~~New York, New York~~ for ~~$386.0~~$386.8 million. ~~This transaction is expected to be completed in 2013, subject to customary closing conditions.~~

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

ROP is engaged in the acquisition, management, operation, leasing and financing of commercial real estate properties, principally office properties and also owns land for future development located in the New York City, Westchester County and Connecticut, which collectively is also known as the New York Metropolitan area.

In connection with the closing of our 2011 revolving credit facility and new 2012 credit facility in which we, along with SL Green and the Operating Partnership are borrowers, SL Green transferred five properties with total assets aggregating to $683.8 million at November 1, 2011 and transferred three additional properties, with total assets aggregating to $320.2 million at December 31, 2012, to ROP. Under the Business Combinations guidance, these transfers were determined to be transfers of businesses between the indirect parent company and its wholly-owned subsidiary. As such, the assets and liabilities were transferred at their carrying value. These transfers are required to be recorded as of the beginning of the current reporting period as though the assets and liabilities had been transferred at that date. The financial statements and financial information presented for all prior periods have been retrospectively adjusted to furnish comparative information.

On September 30, 2012, SL Green transferred $324.9 million of its preferred equity investments to ROP, one of which was subject to a secured $50.0 million loan. Under the Business Combinations guidance, these transfers were determined to be transfers of assets between the indirect parent company and its wholly-owned subsidiary. As such, the assets were transferred at their carrying value and accounted for prospectively from the date of transfer.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in this Quarterly Report on Form 10-Q and in Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2012.~~

2012.

Location

Ownership

Number of
Properties

Square Feet

Weighted
Average
Occupancy(1)

Manhattan

Consolidated properties

13

7,201,400

96.0
%

Suburban

Consolidated properties

17

2,785,500

78.1
%

30

9,986,900

91.0
%



Location	Ownership	Number of Properties	Square Feet	Weighted Average Occupancy(1)
Manhattan	Consolidated properties	12	6,866,400	96.0	%
Suburban	Consolidated properties	17	2,785,500	78.3	%
		29	9,651,900	90.9	%


(1)	The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.

~~(1)The weighted average occupancy represents the total leased square feet divided by total available rentable square feet.~~

As of ~~June~~September 30, 2013, we also own a development property encompassing approximately 104,000 square feet as well as an inventory of development parcels that aggregated approximately 81 acres of land in four separate parcels on which we can, based on estimates at ~~June~~September 30, 2013, develop approximately 1.1 million square feet of office space and in which we had invested approximately ~~$67.6 million.~~$67.8 million. As of ~~June~~September 30, 2013, we also held preferred equity investments and an investment in an unconsolidated joint venture that holds a preferred equity interest in a retail property located in Manhattan with an aggregate book value of ~~$371.7 million.~~

$378.8 million.

Critical Accounting Policies

Refer to our 2012 Annual Report on Form 10-K for a discussion of our critical accounting policies, which include investment in commercial real estate properties, investment in unconsolidated joint ventures, revenue recognition, allowance for doubtful

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accounts, reserve for possible credit losses and derivative instruments. There have been no changes to these policies during the ~~six~~nine months ended ~~June~~September 30, 2013.

Comparison of the three months ended ~~June~~September 30, 2013 to the three months ended ~~June~~September 30, 2012

The following section compares the results of operations for the three months ended ~~June~~September 30, 2013 to the three months ended ~~June~~September 30, 2012 for the 3029 consolidated properties owned by ROP.

Rental Revenues (in millions)

2013

2012

$
Change

%
Change

As Adjusted

Rental revenue, net

$
110.4

$
104.2

$
6.2

6.0
%
Escalation and reimbursement revenue

17.3

18.4

(1.1
)
(6.0
)

$
127.7

$
122.6

$
5.1

4.2
%



(in millions)	2013			2012			$ Change			% Change
				As Adjusted
Rental revenue, net	$	109,843		$	106,217		$	3,626		3.4	%
Escalation and reimbursement	20,296			18,588			1,708			9.2	%
Investment income	9,424			—			9,424			100.0	%
Other income	610			2,881			(2,271		)	(78.8	)%
Total revenues	140,173			127,686			12,487			9.8	%

Property operating expenses	60,218			54,904			5,314			9.7	%
Transaction related costs	—			811			(811		)	(100.0	)%
Marketing, general and administrative	88			119			(31		)	(26.1	)%
	60,306			55,834			4,472			8.0	%

Net operating income	79,867			71,852			8,015			11.2	%

Interest expense, net of interest income	(29,430		)	(27,059		)	(2,371		)	8.8	%
Depreciation and amortization	(35,927		)	(34,366		)	(1,561		)	4.5	%
Equity in net loss on sale of interest in unconsolidated joint venture/real estate	—			(4,778		)	4,778			100.0	%
Equity in net income from unconsolidated joint venture	480			183			297			162.3	%
Income from continuing operations	14,990			5,832			9,158			157.0	%
Net income from discontinued operations	1,358			855			503			58.8	%
Gain on sale of discontinued operations	13,787			—			13,787			100.0	%
Net income	$	30,135		$	6,687		$	23,448		350.7	%

Occupancy for our Manhattan portfolio was 96.0% at ~~June~~September 30, 2013 compared to ~~95.1%~~94.7% at ~~June~~September 30, ~~2012.~~2012. Occupancy for our Suburban portfolio was ~~78.1%~~78.3% at ~~June~~September 30, 2013 compared to ~~81.1%~~79.5% at ~~June~~September 30, ~~2012.~~2012. At ~~June~~September 30, 2013, approximately ~~4.2%~~4.3% and ~~0.8%~~0.6% of the space leased at our consolidated Manhattan and Suburban properties, respectively, is expected to expire during the remainder of ~~2013.~~2013. Based on our estimates, the current market rents on ~~these expected 2013 lease expirations at~~all our consolidated Manhattan and Suburban properties for leases that are expected to expire during the remainder of 2013would be higher by approximately ~~14.7%~~11.5% and ~~11.8%~~ 18.0%, respectively, than the existing in-place fully escalated rents while the current market rents on all our consolidated Manhattan and Suburban properties ~~were approximately 9.7% and 4.0% higher, respectively, than the existing in-place fully escalated rents on~~for leases that are scheduled to expire in all future ~~years.~~

~~The decrease in escalation~~years would be approximately 9.3% and ~~reimbursement~~3.6% higher, respectively, than the existing in-place fully escalated rents.

Rental revenues depend on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space available from unscheduled lease terminations.

Rental revenue ~~was~~increased primarily ~~due to lower electric reimbursements ($0.6 million) and operating expense escalations ($0.5 million).~~

~~The increase in rental and escalation revenues was also due to~~as a result of the ~~acquisitions~~acquisition of ~~304 Park Avenue South in June 2012 and~~ 641 Sixth Avenue in September 2012 ~~which, in aggregate, contributed $2.2 million and $2.8 million of the total increase in rental and escalation~~($3.0 million).

Escalation and reimbursement ~~revenues, respectively.~~

Non-Property Revenues (in millions)

2013

2012

$
Change

%
Change

As Adjusted

Equity in net income of unconsolidated joint venture

$
0.5

$
0.7

$
(0.2
)
(28.6
)%
Investment and other income

10.7

0.9

9.8

1,088.9

$
11.2

$
1.6

$
9.6

600.0
%

~~The decrease in equity in net~~revenue increased primarily as a result of higher real estate tax recoveries ($1.1 million) and operating escalations ($0.4 million) from non-acquisition properties and the acquisition of 641 Sixth Avenue ($0.2 million).

Investment income ~~of unconsolidated joint venture was due to the sale of Court Square in July 2012, which was partially offset by our new investment in an entity that holds~~increased primarily as a ~~preferred equity investment.~~

~~The increase in investment and other income was primarily related to the additional income earned from~~result of the preferred equity investments that were transferred to us by SL Green in September 2012 ($~~9.7~~9.4 million) ~~and higher~~.

Other income decreased primarily as a result of lower lease buy-out income ($~~0.3~~1.2 million) and real estate tax refunds in 2012 ($1.1 million).

Property Operating Expenses (in millions)

2013

2012

$
Change

%
Change

As Adjusted

Operating expenses

$
28.6

$
26.4

$
2.2

8.3
%
Real estate taxes

22.5

22.5

—

—

Ground rent

3.4

3.6

(0.2
)
(5.6
)

$
54.5

$
52.5

$
2.0

3.8
%

~~The increase in~~

Property operating expenses ~~was~~increased primarily as a result of higher ~~payroll costs~~real estate taxes resulting from higher assessed values and tax rates from non-acquisition properties ($~~0.5~~2.1 million), ~~professional fees~~the extension and modification of the terms of the ground lease at 673 First Avenue in September 2012 ($~~0.4~~1.2 million), the acquisition of 641 Sixth Avenue ($0.9 million) and repairs and maintenance ($0.5 million) and payroll costs ($0.3 million) ~~and contract maintenance expenses ($0.4 million).~~

Also contributing to the overall increase was the acquisition of 304 Park Avenue South in June 2012 and 641 Sixth Avenue in September 2012, which had, in aggregate, $1.1 million in operating expenses duringfrom non-acquisition properties.

During the three months ended ~~June~~September 30, ~~2013.~~

Interest expense, net of interest income ~~was~~increased primarily as a result of the issuance of a $200.0 million aggregate principal amount of 4.5% senior notes due 2022 in November 2012 ($2.3 million) and the assumption of the $50.0 million loan ($1.0 million), which was transferred to us by SL Green in September ~~2012. This increase was~~2012, partially offset by ~~lower interest expense due to~~the repayment of debt ~~balances~~ at 609 Fifth Avenue ($1.3 million) and 110 East 42nd42nd Street ($1.0 million) in December 2012.

~~The increase in depreciation~~

Depreciation and amortization ~~expense was attributable to~~increased primarily as a result of the ~~depreciation on 304 Park Avenue South ($1.1 million), which was acquired in June 2012, and~~acquisition of 641 Sixth Avenue ($~~0.8~~1.2 million) in September 2012.

During the three months ended September 30, 2012, we recognized a gain from the sale of One Court Square ($4.8 million).

Discontinued operations for the three months ended September 30, 2013 included the gain on sale recognized for 333 West 34th Street ($13.8 million), which ~~was acquired~~closed in ~~September 2012,~~August 2013, as well as ~~an increase in capital expenditures at~~its results of operations. Prior year's results of operations were reclassified to discontinued operations to conform with the ~~properties in the ROP portfolio.~~

current presentation.

Comparison of the ~~six~~nine months ended ~~June~~September 30, 2013 to the ~~six~~nine months ended ~~June~~September 30, 2012

The following section compares the results of operations for the ~~six~~nine months ended ~~June~~September 30, 2013 to the ~~six~~nine months ended ~~June~~September 30, 2012 for the 3029 consolidated properties owned by ROP.

Rental Revenues (in millions)

2013

2012

$
Change

%
Change

As Adjusted

Rental revenue

$
220.1

$
207.4

$
12.7

6.1
%
Escalation and reimbursement revenue

35.4

37.1

(1.7
)
(4.6
)

$
255.5

$
244.5

$
11.0

4.5
%

Occupancy for our Manhattan portfolio was 96.0% at ~~June~~September 30, 2013 compared to ~~95.1%~~94.7% at ~~June~~September 30, ~~2012.~~2012. Occupancy for our Suburban portfolio was ~~78.1%~~78.3% at ~~June~~September 30, 2013 compared to ~~81.1%~~79.5% at ~~June~~September 30, ~~2012.~~2012. At ~~June~~September 30, 2013, approximately ~~4.2%~~4.3% and ~~0.8%~~0.6% of the space leased at our consolidated Manhattan and Suburban properties, respectively, is expected to expire during the remainder of ~~2013.~~2013. Based on our estimates, the current market rents on ~~these expected 2013 lease expirations at~~all our consolidated Manhattan and Suburban properties for leases that are expected to expire during the remainder of 2013would be higher by ~~approximately14.7%~~approximately 11.5% and ~~11.8%~~18.0%, respectively, than the existing in-place fully escalated rents while the current market rents on all our consolidated Manhattan and Suburban properties ~~were~~for leases that are scheduled to expire in future years would be approximately ~~9.7%~~9.3% and ~~4.0%~~3.6% higher, respectively, than the existing in-place fully escalated ~~rents~~rents.

Rental revenues depend on ~~leases that are scheduled~~our ability to ~~expire in all future years.~~

~~The decrease in escalation~~maintain the occupancy rates of currently leased space and ~~reimbursement~~to lease currently available space and space available from unscheduled lease terminations.

Rental revenue ~~was~~increased primarily ~~due to lower electric reimbursements ($1.2 million) and operating expense escalations ($1.0 million) which were partially offset by higher real estate tax recoveries ($0.5 million).~~

~~The increase in rental and escalation revenues was also due to~~as a result of the acquisitions of 641 Sixth Avenue in September 2012 ($7.6 million) and 304 Park Avenue South in June 2012 ($5.4 million).

Escalation and reimbursement revenue was flat compared to prior year primarily as a result of higher real estate tax recoveries from non-acquisition properties ($1.4 million) and the acquisitions of 641 Sixth Avenue ~~in September 2012, which, in aggregate, contributed $5.2 million~~($0.5 million) and ~~$5.0 million~~304 Park Avenue South ($0.5 million), partially offset by lower electric reimbursements ($1.7 million) and operating escalations ($0.7 million) from non-acquisition properties.

Investment income ~~was~~increased primarily ~~related to the additional income earned from~~as a result of the preferred equity ~~investment~~investments that were transferred to us by SL Green in September 2012 ($~~19.2~~28.6 million).

Other income decreased primarily as a result of real estate tax refunds in 2012 ($1.1 million) and ~~higher lease buy-out income ($1.7 million), which was partially offset by~~ lower fee and other income ($0.6 million), partially offset by higher lease buy-out income ($0.6 million).

~~Table of Contents~~

Property Operating Expenses (in millions)

2013

2012

$
Change

%
Change

As Adjusted

Operating expenses

$
58.8

$
54.4

$
4.4

8.1
%
Real estate taxes

45.9

44.4

1.5

3.4

Ground rent

9.2

7.3

1.9

26.0

$
113.9

$
106.1

$
7.8

7.4
%

~~The increase in~~Property operating expenses ~~was~~increased primarily as a result of higher payroll costs ($0.9 million), utility costs ($0.8 million), repairs and maintenance ($0.6 million), contract maintenance expenses ($0.6 million) and professional fees ($0.4 million). The increase in real estate taxes was primarily due to higher assessed values and higher tax rates while the increase in ground rent was due to the extension and modification of the terms of the ground lease at 673 First Avenue in September 2012 ~~which contributed $1.7 million~~($2.9 million), the acquisitions of ~~the total increase in ground rent.~~

~~Also contributing to the overall increase was the acquisition of~~641 Sixth Avenue ($2.8 million) and 304 Park Avenue South ~~in June 2012~~($2.1 million), and ~~641 Sixth Avenue in September 2012, which had, in aggregate, $2.4 million in operating expenses and $1.4 million in~~higher real estate taxes ~~during the six months ended June 30, 2013.~~

Other Expenses (in millions)

2013

2012

$
Change

%
Change

As Adjusted

Interest expense, net of interest income

$
56.9

$
56.5

$
0.4

0.7
%
Loan loss reserves, net of recoveries

—

(0.5
)
0.5

(100.0
)
Depreciation and amortization expense

71.1

65.5

5.6

8.5

Transaction related costs

—

0.9

(0.9
)
(100.0
)
Marketing, general and administrative expense

0.2

0.1

0.1

100.0

$
128.2

$
122.5

$
5.7

4.7
%

~~The increase in interest~~resulting from higher assessed values and tax rates ($2.1 million), payroll costs ($0.8 million) and repairs and maintenance ($0.8 million) from non-acquisition properties.

Interest expense, net of interest income ~~was~~increased primarily as a result of the issuance of a $200.0 million aggregate principal amount of 4.5% senior notes due 2022 in November 2012 ($6.9 million) and the assumption of the $50.0 million loan ~~which was transferred to us by SL Green in Sept 2012. The increase was~~($3.1 million), partially offset by ~~lower interest expense due to~~the repayment of debt ~~balances~~ at 609 Fifth Avenue ($4.9 million) and 110 East 42nd ~~Street.~~

~~Loan loss~~Street ($2.9 million) in December 2012.

During the nine months ended September 30, 2012, transaction related costs primarily included costs associated with the acquisitions of 304 Park Avenue South and ~~other investment reserves, net of recoveries is attributable to the partial recovery of reserves upon sale of debt investments in March 2012. No new loan loss reserves were recorded in either period.~~

~~The increase in depreciation~~641 Sixth Avenue.

Depreciation and amortization expense ~~was attributable to~~increased primarily as a result of the ~~depreciation on~~acquisitions of 304 Park Avenue South ($~~2.3~~2.5 million)~~, which was acquired in June 2012,~~ and 641 Sixth Avenue ($~~0.9~~2.1 million)~~, which was acquired in September 2012, as well as an~~ and the remaining increase inprimarily resulting from increased capital expenditures at the ~~properties~~non-acquisition properties.

During the ~~ROP portfolio.~~

nine months ended September 30, 2012, we recognized a loss from the sale of One Court Square ($1.0 million)

Discontinued operations for the nine months ended September 30, 2013 included the gain on sale recognized for 333 West 34th Street ($13.8 million), which closed in August 2013, as well as its results of operations. Prior year's results of operations were reclassified to discontinued operations to conform with the current presentation.

On January 25, 2007, we were acquired by SL Green. See Item 2 “Management’s Discussion and Analysis—Liquidity and Capital Resources” in SL ~~Green’s~~Green and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2013 for a complete discussion of additional sources of liquidity available to us due to our indirect ownership by SL Green.

We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital and funds for acquisition and redevelopment of properties, tenant improvements, leasing costs, repurchases or repayments of outstanding indebtedness (which may include exchangeable debt) and for preferred equity investments will include:

~~(1)Cash flow from operations;~~

~~(2)Cash on hand;~~

~~(3)Borrowings under our 2012 credit facility;~~

~~(4)Other forms of secured or unsecured financing;~~

~~(5)Net proceeds from divestitures of properties and redemptions, participations and dispositions of preferred equity investments; and~~

~~(6)Proceeds from debt offerings by us.~~

Cash flow from operations is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent and operating escalations and recoveries from our tenants and the level of

operating and other costs. Additionally, we believe that our preferred equity investment program will continue to serve as a source of capital.

~~Table of Contents~~

We believe that our sources of working capital, specifically our cash flow from operations and SL Green’s liquidity are adequate for us to meet our short-term and long-term liquidity requirements for the foreseeable future.

The following summary discussion of our cash flows is based on our consolidated statements of cash flows in “Item 1. Financial Statements” and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Cash and cash equivalents were ~~$27.2~~$26.6 million and ~~$23.5~~$20.3 million at ~~June~~September 30, 2013 and 2012, respectively, representing an increase of ~~$3.7~~6.3 million. The increase was a result of the following changes in cash flows (in thousands):

Six months ended June 30,

2013

2012

Increase
(Decrease)

As Adjusted

Net cash provided by operating activities

$
70,083

$
67,099

$
2,984

Net cash used in investing activities

$
(47,459
)
$
(118,536
)
$
71,077

Net cash (used in) provided by financing activities

$
(29,462
)
$
48,281

$
(77,743
)



	Nine months ended September 30,
	2013			2012			Increase (Decrease)
	As Adjusted
Net cash provided by operating activities	$	86,292		$	78,243		$	8,049
Net cash used in investing activities	$	(64,409	)	$	(254,963	)	$	190,554
Net cash (used in) provided by financing activities	$	(29,367	)	$	170,389		$	(199,756	)

Our principal source of operating cash flow is related to the leasing and operating of the properties in our portfolio. Our properties provide a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, service debt and fund quarterly dividend and distribution payment requirements. At ~~June~~September 30, 2013, our portfolio was ~~91.0%~~90.9% occupied. Our preferred equity investments also provide a steady stream of operating cash flow to us.

Cash is used in investing activities to fund acquisitions, redevelopment projects and recurring and nonrecurring capital expenditures. We selectively invest in existing buildings that meet our investment criteria. During the ~~six~~nine months ended ~~June~~September 30, 2013, when compared to the ~~six~~nine months ended ~~June~~September 30, 2012, we used cash primarily for the following investing activities (in thousands):

Acquisition of real estate

$
102,910

Capital expenditures and capitalized interest

(1,842
)
Distributions from unconsolidated joint ventures

(152
)
Preferred equity and other investment

670

Restricted cash — capital improvements

(30,509
)
Decrease in net cash used in investments activities

$
71,077



Acquisition of real estate	$	277,060
Proceeds from sale of real estate	166,751
Capital expenditures and capitalized interest	(11,105		)
Distributions from unconsolidated joint ventures	(152		)
Preferred equity and other investment	(32,697		)
Restricted cash — capital improvements/acquisitions	(209,303		)
Decrease in net cash used in investments activities	$	190,554

Funds spent on capital expenditures, which comprise building and tenant improvements, increased from ~~$22.9~~$28.4 million for the ~~six~~nine months ended ~~June~~September 30, 2012 to ~~$24.7~~$39.5 million for the ~~six~~nine months ended ~~June~~September 30, 2013. The increased capital expenditures relate primarily to costs incurred in connection with redevelopment of properties and the build-out of space for tenants resulting from new leasing activity.

We generally fund our investment activity through property-level financing, our 2012 credit facility, senior unsecured notes and asset sales. During the ~~six~~nine months ended ~~June~~September 30, 2013, when compared to the ~~six~~nine months ended ~~June~~September 30, 2012, we used cash for the following financing activities (in thousands):

Repayments under our debt obligations

$
(98,339
)
Proceeds from debt obligations

339,890

Contributions from common unitholder

(375,419
)
Distributions to common unitholder and noncontrolling interests

55,947

Deferred loan costs and capital lease obligation

178

Increase in net cash used in financing activities

$
(77,743
)

Repayments under our debt obligations $ 391,519
Proceeds from debt obligations 30,661
Contributions from common unitholder (571,546 )
Distributions to common unitholder and noncontrolling interests (50,705 )
Deferred loan costs and capital lease obligation 315
Increase in net cash used in financing activities $ (199,756 )

Refer to our 2012 Annual Report on Form 10-K for a discussion of our contractual obligations. There have been no material changes, outside the ordinary course of business, to these contractual obligations during the ~~six~~nine months ended ~~June~~September 30, 2013.

In November 2012, we entered into a $1.6 billion credit facility, or the 2012 credit facility, which refinanced, extended and upsized the previous 2011 revolving credit facility. The 2012 credit facility consists of a $1.2 billion revolving credit facility, or the revolving credit facility, and a $400.0 million term loan, or the term loan facility. The revolving credit facility matures in March 2017 and includes two six-month extension options, subject to certain conditions and the payment of an extension fee of 10 basis points for each such extension. We also have an option, subject to customary conditions, without the consent of existing lenders, to increase the capacity under the revolving credit facility to $1.5 billion at any time prior to the maturity date for the revolving credit facility, by obtaining additional commitments from our current lenders and other financial institutions. The term loan facility matures on March 30, 2018.

The 2012 credit facility bears interest at a spread over LIBOR ranging from (i) 100 basis points to 175 basis points for loans under the revolving credit facility and (ii) 115 basis points to 200 basis points for loans under the term loan facility, in each case based on the credit rating assigned to our senior unsecured long-term indebtedness. At ~~June~~September 30, 2013, the applicable spread was 145 basis points for revolving credit facility and 165 basis points for the term loan facility. At September 30, 2013, the effective interest rate was 1.64% for revolving credit facility and 2.00% for the term loan facility. We are required to pay quarterly in arrears a 15 to 35 basis point fee on the unused balance of the commitments under the revolving credit facility. As of ~~June~~September 30, 2013, the facility fee was 30 basis points. At ~~June~~September 30, 2013, we had approximately ~~$91.6~~$79.1 million of outstanding letters of credit, ~~$40.0~~$340.0 million million borrowings under the revolving credit facility and ~~$400.0~~$400.0 million outstanding under the term loan facility, with undrawn capacity of ~~$1.2~~$0.9 billion under the 2012 credit facility.

We, SL Green and the Operating Partnership are all borrowers jointly and severally obligated under the 2012 credit facility. No other subsidiary of ours is an obligor under the 2012 credit facility.

The 2012 credit facility includes certain restrictions and covenants (see Restrictive Covenants below).

~~2011 Revolving Credit Facility~~

The 2012 credit facility replaced our $1.5 billion revolving credit facility, or the 2011 revolving credit facility, which was terminated concurrently with the entering into the 2012 credit facility. The 2011 revolving credit facility bore interest at a spread over LIBOR ranging from 100 basis points to 185 basis points, based on the credit rating assigned to our senior unsecured long term indebtedness, and required us to pay quarterly in arrears a 17.5 to 45 basis point facility fee on the total commitments under the 2011 revolving credit facility. The 2011 revolving credit facility included certain restrictions and covenants and, as



Issuance	September 30, 2013 Unpaid Principal Balance		September 30, 2013 Accreted Balance		December 31, 2012 Accreted Balance		Coupon Rate(1)		Effective Rate		Term (in Years)	Maturity
August 13, 2004(2)	$	75,898	$	75,898	$	75,898	5.88	%	5.88	%	10	August 15, 2014
March 31, 2006(2)	255,308		255,194		255,165		6.00	%	6.00	%	10	March 31, 2016
August 5, 2011(3)	250,000		249,666		249,620		5.00	%	5.00	%	7	August 15, 2018
March 16, 2010(3)	250,000		250,000		250,000		7.75	%	7.75	%	10	March 15, 2020
November 15, 2012(3)	200,000		200,000		200,000		4.50	%	4.50	%	10	December 1, 2022
June 27, 2005(4)	7		7		7		4.00	%	4.00	%	20	June 15, 2025
	$	1,031,213	$	1,030,765	$	1,030,690

ROP also provides a guaranty of the Operating Partnership’s obligations under its 3.00% Exchangeable Senior Notes due 2017.

We are exposed to changes in interest rates primarily from our ~~floating~~variable rate ~~borrowing arrangements. We~~debt. Our exposure to interest rate changes are managed through either the use of interest rate derivative instruments ~~to manage exposure to interest~~and/or through our variable rate ~~changes.~~preferred equity investments. A hypothetical 100 basis point increase in interest rates along the entire interest rate curve for 2013 would increase our annual interest cost by approximately ~~$4.1~~$7.0 million.

We recognize most derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is considered a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through

earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings.

Approximately $1.6 billion of our long-term debt bears interest at fixed rates, and therefore the fair value of these instruments is affected by changes in the market interest rates. The interest rate on our variable rate debt as of ~~June~~September 30, 2013 was based on a spread of LIBOR plus 145 basis points to LIBOR plus 165 basis points.

We have a number of off-balance sheet investments, including our preferred equity investments. These investments all have varying ownership structures. Our off-balance sheet arrangements are discussed in Note 5,4, “Preferred Equity and Other Investment” in the accompanying consolidated financial statements.

We estimate that for the ~~six~~three months ending December 31, 2013, we expect to incur approximately ~~$64.2~~$46.7 million of capital expenditures, which are net of loan reserves, (including tenant improvements and leasing commissions) on consolidated properties. We expect to fund these capital expenditures with operating cash flow and cash on hand. Future property acquisitions may require substantial capital investments for refurbishment and leasing costs. We expect that these financing requirements will be met in a similar fashion. We believe that we will have sufficient resources to satisfy our capital needs during the next 12-month period. Thereafter, we expect our capital needs will be met through a combination of cash on hand, net cash provided by operations, borrowings, potential asset sales or additional debt issuances.

Through Alliance Building Services, or Alliance, First Quality Maintenance, L.P., or First Quality, provides cleaning, extermination and related services, Classic Security LLC provides security services, Bright Star Couriers LLC provides messenger services, and Onyx Restoration Works provides restoration services with respect to certain properties owned by us. Alliance is partially owned by Gary Green, a son of Stephen L. Green, the chairman of SL Green’s board of directors. In addition, First Quality has the non-exclusive opportunity to provide cleaning and related services to individual tenants at our properties on a basis separately negotiated with any tenant seeking such additional services. An affiliate of ours has entered into an arrangement with Alliance whereby it will receive a profit participation above a certain threshold for services provided by Alliance to certain tenants at certain buildings above the base services specified in their lease agreements. Alliance paid the affiliate approximately ~~$0.8~~$0.7 million ~~$1.6~~, $2.3 million ~~$0.7~~, $0.7 million and ~~$1.4~~$2.1 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. We paid Alliance approximately ~~$1.3~~$1.5 million ~~$2.5~~, $4.0 million ~~$1.4~~, $1.4 million and ~~$2.4~~$3.8 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively, for these services (excluding services provided directly to tenants).

Property operating expenses include an allocation of salary and other operating costs from SL Green based on square footage of the related properties. Such amount was approximately ~~$1.6~~$1.8 million ~~$3.5~~, $5.2 million ~~$1.5~~, $1.7 million and ~~$3.2~~$4.8 million for the three and ~~six months~~nine ended ~~June~~September 30, 2013 and 2012, respectively.

In October 2006, SL Green formed a wholly-owned taxable REIT subsidiary, Belmont Insurance Company, or Belmont, to act as a captive insurance company and be one of the elements of its overall insurance program. Belmont was formed in an effort to, among other reasons, stabilize to some extent the fluctuations of insurance market conditions. Belmont is licensed in New York to write Terrorism, NBCR (nuclear, biological, chemical, and radiological), General Liability, Environmental Liability, Flood and D&O coverage.

The Terrorism Risk Insurance Act, or TRIA, which was enacted in November 2002, was renewed on December 31, 2005 and again on December 31, 2007. Congress extended TRIA, now called TRIPRA (Terrorism Risk Insurance Program Reauthorization and Extension Act of 2007) until December 31, 2014. The law extends the federal Terrorism Insurance Program that requires insurance companies to offer terrorism coverage and provides for compensation for insured losses resulting from acts of certified terrorism, subject to the current program trigger of $100.0 million. There is no assurance that TRIPRA will be extended.

Our debt instruments, consisting of a non-recourse mortgage note secured by one of our properties, mezzanine loans, ground leases, our 2012 credit facility, senior unsecured notes and other corporate obligations, contain customary covenants requiring us to maintain insurance. Although we believe that we currently maintain sufficient insurance coverage to satisfy these obligations, there is no assurance that in the future we will be able to procure coverage at a reasonable cost. In such instances, there can be no assurance that the lenders or ground lessors under these instruments will not take the position that a total or partial exclusion from “all-risk” insurance coverage for losses due to terrorist acts is a breach of these debt and ground lease instruments allowing the lenders or ground lessors to declare an event of default and accelerate repayment of debt or recapture of ground lease positions. In addition, if lenders prevail in asserting that we are required to maintain full coverage for these risks, it could result in substantially higher insurance premiums.

In connection with this insurance program administered by SL Green, we incurred insurance expense of approximately ~~$1.3~~$1.3 million ~~$2.5~~, $3.8 million ~~$1.2~~, $1.2 million and ~~$2.3~~$3.5 million for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.

~~Table of Contents~~

~~Inflation~~

Substantially all of the office leases provide for separate real estate tax and operating expense escalations as well as operating expense recoveries based on increases in the Consumer Price Index or other measures such as porters’ wage. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.

The Accounting Standards Updates are discussed in Note 2, “Significant Accounting Policies—Accounting Standards Updates” in the accompanying consolidated financial statements.

This report includes certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provisions thereof. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), development trends of the real estate industry and the Manhattan, Westchester County and Connecticut office markets, business strategies, expansion and growth of our operations and other similar matters, are forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.

Forward-looking statements are not guarantees of future performance and actual results or developments may differ materially, and we caution you not to place undue reliance on such statements. Forward-looking statements are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “project,” “continue,” or the negative of these words, or other similar words or terms.

Forward-looking statements contained in this report are subject to a number of risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by forward-looking statements made by us. These risks and uncertainties include:

Other factors and risks to our business, many of which are beyond our control, are described in other sections of this report and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect ROP’s business and financial performance. In addition, sections of SL Green’s Annual Report on Form 10-K for the year ended December 31, 2012 contain additional factors that could adversely affect our business and financial performance. Moreover, ROP operates in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on ROP’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

For quantitative and qualitative disclosures about market risk, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2012. Our exposures to market risk have not changed materially since December 31, 2012.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within ROP to disclose material information otherwise required to be set forth in our periodic reports. Also, we have an investment in an unconsolidated joint venture. As we do not control this entity, our disclosure controls and procedures with respect to such entity are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including the President and Treasurer of our general partner, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation as of the end of the period covered by this report, the President and Treasurer of our general partner concluded that our disclosure controls and procedures were effective to give reasonable assurance to the timely collection, evaluation and disclosure of information relating to ROP that would potentially be subject to disclosure under the Exchange Act and the rules and regulations promulgated thereunder.

There have been no significant changes in our internal control over financial reporting during the three months ended ~~June~~September 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IIOTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

As of ~~June~~September 30, 2013, we were not involved in any material litigation nor, to management’s knowledge, any material litigation threatened against us or our portfolio other than routine litigation arising in the ordinary course of business or litigation that is adequately covered by insurance.

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors disclosed in “Item 1A. Part I Risk Factors” in our 2012 Annual Report on Form 10-K. We encourage you to read “Item 1A. of Part I Risk Factors” in the 2012 Annual Report on Form 10-K for SL Green Realty Corp., our indirect parent company.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

ITEM 4.MINE SAFETY DISCLOSURES

ITEM 5.OTHER INFORMATION

ITEM 6.EXHIBITS

~~(a)Exhibits:~~



10.1		Amended and Restated Employment and Noncompetition Agreement, dated ~~June 27,~~as of September 12, 2013, by and between SL Green and ~~Andrew S. Levine,~~Marc Holliday, incorporated by reference to SL ~~Green’s~~Green's Form 8-K, dated ~~June 27,~~September 12, 2013, filed with the SEC on ~~July 3,~~September 12, 2013.*
~~31.1~~ 10.2		Deferred Compensation Agreement (2013), dated as of September 12, 2013, by and between SL Green and Marc Holliday, incorporated by reference to SL Green's Form 8-K, dated September 12, 2013, filed with the SEC on September 12, 2013.*
10.3		Employment and Noncompetition Agreement, dated as of October 28, 2013, by and between SL Green and James Mead, incorporated by reference to SL Green's Form 8-K, dated October 28, 2013, filed with the SEC on October 28, 2013.*
31.1		Certification of Marc Holliday, President of Wyoming Acquisition GP LLC, the sole general partner of the Registrant, pursuant to Rule 13a-14(a) or Rule 15(d)-14(a), filed herewith.
31.2		Certification of James Mead, Treasurer of Wyoming Acquisition GP LLC, the sole general partner of the Registrant, pursuant to Rule 13a-14(a) or Rule 15(d)-14(a), filed herewith.
32.1		Certification of Marc Holliday, President of Wyoming Acquisition GP LLC, the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith.
32.2		Certification of James Mead, Treasurer of Wyoming Acquisition GP LLC, the sole general partner of the Registrant, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, filed herewith.
101.1		The following financial statements from Reckson Operating Partnership, L.P.’s Quarterly Report on Form 10-Q for the ~~six~~nine months ended ~~June~~September 30, 2013, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Income (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited), detail tagged and filed herewith.

*~~Management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-Q.~~

34
* Management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				~~RECKSON OPERATING PARTNERSHIP, L.P.~~
			~~By: WYOMING ACQUISITION GP LLC~~


			~~By:~~	~~/s/ James Mead~~
				~~James Mead~~
				~~Treasurer~~


~~Date:~~	~~August 14, 2013~~

		RECKSON OPERATING PARTNERSHIP, L.P.
		By: WYOMING ACQUISITION GP LLC

		By:	/s/ James Mead
			James Mead Treasurer
Date:	November 14, 2013

			~~PAGE~~

		PAGE
PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Consolidated Balance Sheets as of ~~June~~September 30, 2013 (unaudited) and December 31, 2012	3 1

	Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 (unaudited)	4 2

	Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 (unaudited)	5 3

	Consolidated Statement of Capital for the ~~six~~nine months ended ~~June~~September 30, 2013 (unaudited)	6 4

	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012 (unaudited)	7 5

	Notes to Consolidated Financial Statements (unaudited)	8 7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22 21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	32 33

ITEM 4.	CONTROLS AND PROCEDURES	32 33

PART II.	OTHER INFORMATION	33 34

ITEM 1.	LEGAL PROCEEDINGS	33 34

ITEM 1A.	RISK FACTORS	33 34

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	33 34

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	33 34

ITEM 4.	MINE SAFETY DISCLOSURES	33 34

ITEM 5.	OTHER INFORMATION	33 34

ITEM 6.	EXHIBITS	34 35

SIGNATURES		35 36

	June 30, 2013			December 31, 2012
	(Unaudited)
Assets
Commercial real estate properties, at cost:
Land and land interests	$	918,019		$	954,731
Building and improvements	3,498,649			3,646,736
Building leasehold and improvements	782,260			782,260
Property under capital lease	22,866			12,208
	5,221,794			5,395,935
Less: accumulated depreciation	(782,949		)	(742,659		)
	4,438,845			4,653,276
Assets held for sale	194,097			—
Cash and cash equivalents	27,197			34,035
Restricted cash	22,765			21,074
Tenant and other receivables, net of allowance of $5,719 and $7,308 in 2013 and 2012, respectively	15,196			13,147
Deferred rents receivable, net of allowance of $14,887 and $16,501 in 2013 and 2012, respectively	151,645			150,535
Preferred equity and other investment, net of discounts and deferred origination fees of $2,156 and $2,217 in 2013 and 2012, respectively	371,735			338,579
Deferred costs, net of accumulated amortization of $45,644 and $40,303 in 2013 and 2012, respectively	82,838			91,400
Other assets	83,233			94,210
Total assets	$	5,387,551		$	5,396,256

Liabilities
Mortgage note and other loans payable	$	550,023		$	550,023
Revolving credit facility	40,000			70,000
Term loan and senior unsecured notes	1,430,741			1,430,690
Accrued interest payable and other liabilities	25,751			25,366
Accounts payable and accrued expenses	37,403			50,692
Deferred revenue	155,870			173,814
Capitalized lease obligation	26,963			17,186
Deferred land leases payable	19,500			20,566
Security deposits	21,209			18,411
Total liabilities	2,307,460			2,356,748

Commitments and contingencies	—			—

Capital
General partner capital	2,730,260			2,686,766
Limited partner capital	—			—
Accumulated other comprehensive loss	(4,255		)	(4,925		)
Total ROP partner’s capital	2,726,005			2,681,841
Noncontrolling interests in other partnerships	354,086			357,667
Total capital	3,080,091			3,039,508
Total liabilities and capital	$	5,387,551		$	5,396,256

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Revenues
Rental revenue, net	$	110,392		$	104,168		$	220,088		$	207,363
Escalation and reimbursement	17,332			18,436			35,436			37,097
Investment income	9,731			—			19,196			—
Other income	1,005			903			2,981			1,862
Total revenues	138,460			123,507			277,701			246,322
Expenses
Operating expenses, including approximately $4,118 and $8,499 (2013) and $4,088 and $7,891 (2012) paid to related parties	28,571			26,369			58,769			54,448
Real estate taxes	22,488			22,453			45,853			44,367
Ground rent	3,430			3,645			9,202			7,290
Interest expense, net of interest income	27,584			26,586			54,313			54,480
Amortization of deferred finance costs	1,287			647			2,585			2,006
Loan loss reserves, net of recoveries	—			—			—			(472		)
Transaction related costs	—			861			11			861
Depreciation and amortization	35,386			32,849			71,070			65,663
Marketing, general and administrative	122			127			188			132
Total expenses	118,868			113,537			241,991			228,775
Income from continuing operations before depreciable real estate reserve, net of recoveries, equity in net income from unconsolidated joint venture, and loss on early extinguishment of debt	19,592			9,970			35,710			17,547
Depreciable real estate reserve, net of recoveries	—			5,789			—			5,789
Equity in net income from unconsolidated joint venture	481			660			847			786
Loss on early extinguishment of debt	(10		)	—			(76		)	—
Income from continuing operations	20,063			16,419			36,481			24,122
Net income from discontinued operations	1,720			1,036			2,886			2,197
Net income	21,783			17,455			39,367			26,319
Net income attributable to noncontrolling interests in other partnerships	(1,599		)	(2,067		)	(3,112		)	(3,440		)
Net income attributable to ROP common unitholder	$	20,184		$	15,388		$	36,255		$	22,879

Amounts attributable to ROP common unitholders:
Income from continuing operations	$	18,464		$	14,352		$	33,369		$	20,682
Discontinued operations	1,720			1,036			2,886			2,197
Net income	$	20,184		$	15,388		$	36,255		$	22,879

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012

Net income	$	20,184		$	15,388		$	36,255		$	22,879

Other comprehensive income (loss):
Net unrealized loss on derivative instruments	(231		)	(434		)	(193		)	(538		)
Reclassification of net realized (gain) loss on derivatives designated as cashflow hedges into interest expense	(230		)	245			(477		)	489
Other comprehensive loss	(461		)	(189		)	(670		)	(49		)

Comprehensive income attributable to ROP common unitholder	$	19,723		$	15,199		$	35,585		$	22,830

Location	Ownership	Number of Properties	Square Feet	Weighted Average Occupancy (1)
Manhattan	Consolidated properties	13	7,201,400	96.0	%

Suburban	Consolidated properties	17	2,785,500	78.1	%
		30	9,986,900	91.0	%

	June 30, 2013			December 31, 2012
Identified intangible assets (included in other assets):
Gross amount	$	199,845		$	199,845
Accumulated amortization	(133,257		)	(125,009		)
Net	$	66,588		$	74,836

Identified intangible liabilities (included in deferred revenue):
Gross amount	$	399,088		$	399,088
Accumulated amortization	(245,354		)	(227,637		)
Net	$	153,734		$	171,451

	635-641 Sixth Avenue		304 Park Avenue South

Land	$	69,848	$	54,189
Building	104,474		75,619
Above market lease value	—		2,824
Acquired in-place leases	7,727		8,265
Assets acquired	182,049		140,897

Below market lease value	9,049		5,897
Liabilities assumed	9,049		5,897

Purchase price allocation	$	173,000	$	135,000

Net consideration funded by us at closing	$	173,000	$	135,000
Equity and/or debt investment held	$	—	$	—
Debt assumed	$	—	$	—

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenues
Rental revenue	$	4,569	$	3,402	$	8,250	$	6,936
Escalation and reimbursement revenues	139		567		566		1,050
Total revenues	4,708		3,969		8,816		7,986
Operating expenses	1,247		1,223		2,473		2,413
Real estate taxes	235		239		470		473
Depreciation and amortization	1,506		1,471		2,987		2,903
Total expenses	2,988		2,933		5,930		5,789
Net income from discontinued operations	$	1,720	$	1,036	$	2,886	$	2,197

Property	Interest Rate(1)		Maturity Date	June 30, 2013		December 31, 2012
609 Partners, LLC(2)	5.00	%	7/2014	$	23	$	23
Other loan payable(3)	8.00	%	9/2019	50,000		50,000
919 Third Avenue(4)	5.12	%	6/2023	500,000		500,000
				$	550,023	$	550,023

Issuance	June 30, 2013 Unpaid Principal Balance		June 30, 2013 Accreted Balance		December 31, 2012 Accreted Balance		Coupon Rate(1)		Effective Rate		Term (in Years)	Maturity
August 13, 2004(2)	$	75,898	$	75,898	$	75,898	5.88	%	5.88	%	10	August 15, 2014
March 31, 2006(2)	255,308		255,185		255,165		6.00	%	6.00	%	10	March 31, 2016
August 5, 2011(3)	250,000		249,651		249,620		5.00	%	5.00	%	7	August 15, 2018
March 16, 2010(3)	250,000		250,000		250,000		7.75	%	7.75	%	10	March 15, 2020
November 15, 2012(3)	200,000		200,000		200,000		4.50	%	4.50	%	10	December 1, 2022
June 27, 2005(4)	7		7		7		4.00	%	4.00	%	20	June 15, 2025
	$	1,031,213	$	1,030,741	$	1,030,690


(1)	Preferred equity investments had an estimated fair value ranging between $358.1 million and $393.9 million at September 30, 2013. At December 31, 2012, the preferred equity investments had an estimated fair value ranging between $300.0 million and $400.0 million.

		Amount of Loss Recognized in Other Comprehensive Loss (Effective Portion) For the Three Months Ended June 30,						Amount of (Gain) or Loss Reclassified from Accumulated Other Comprehensive Loss into Interest Expense (Effective Portion) For the Three Months Ended June 30,					Amount of Loss Recognized in Interest Expense (Ineffective Portion) For the Three Months Ended June 30,
Designation\Cash Flow	Derivative	2013			2012			2013			2012		2013		2012
Qualifying	Interest Rate Swaps/Caps	$	(231	)	$	(434	)	$	(230	)	$	245	$	—	$	(1	)

Non-qualifying	Interest Rate Caps	—			—			—			—		—		—

	Capital lease			Non-cancellable operating leases
2013 (6 months)	$	1,073		$	7,563
2014	2,147			15,127
2015	2,218			15,282
2016	2,361			15,592
2017	2,361			15,592
Thereafter	299,303			932,123
Total minimum lease payments	309,463			$	1,001,279
Less amount representing interest	(282,500		)
Present value of net minimum lease payments	$	26,963



	Capital lease			Non-cancellable operating leases
2013 (3 months)	$	537		$	3,782
2014	2,147			15,127
2015	2,218			15,282
2016	2,361			15,592
2017	2,361			15,592
Thereafter	299,302			932,123
Total minimum lease payments	308,926			$	997,498
Less amount representing interest	(281,837		)
Present value of net minimum lease payments	$	27,089

	Real Estate Segment		Preferred Equity and Other Investment Segment		Total Company
Total revenues, including equity in net income from unconsolidated joint venture
Three months ended:
June 30, 2013	$	128,729	$	10,212	$	138,941
June 30, 2012, As Adjusted	123,507		—		123,507
Six months ended:
June 30, 2013	$	258,505	$	20,043	$	278,548
June 30, 2012, As Adjusted	246,322		—		246,322

Income from continuing operations:
Three months ended:
June 30, 2013	$	11,691	$	8,372	$	20,063
June 30, 2012, As Adjusted	16,419		—		16,419
Six months ended:
June 30, 2013	$	20,027	$	16,454	$	36,481
June 30, 2012, As Adjusted	23,653		469		24,122

Total assets:
As of:
June 30, 2013	$	5,014,875	$	372,676	$	5,387,551
December 31, 2012	5,057,563		338,693		5,396,256

Rental Revenues (in millions)	2013		2012		$ Change			% Change
			As Adjusted
Rental revenue, net	$	110.4	$	104.2	$	6.2		6.0	%
Escalation and reimbursement revenue	17.3		18.4		(1.1		)	(6.0	)
	$	127.7	$	122.6	$	5.1		4.2	%

Non-Property Revenues (in millions)	2013		2012		$ Change			% Change
			As Adjusted
Equity in net income of unconsolidated joint venture	$	0.5	$	0.7	$	(0.2	)	(28.6	)%
Investment and other income	10.7		0.9		9.8			1,088.9
	$	11.2	$	1.6	$	9.6		600.0	%

Other Expenses (in millions)	2013		2012		$ Change			% Change
			As Adjusted
Interest expense, net of interest income	$	28.9	$	27.2	$	1.7		6.3	%
Depreciation and amortization expense	35.4		32.8		2.6			7.9
Transaction related costs	—		0.9		(0.9		)	(100.0	)
Marketing, general and administrative	0.1		0.1		—			—
	$	64.4	$	61.0	$	3.4		5.6	%


(5)	Net proceeds from divestitures of properties and redemptions, participations and dispositions of preferred equity investments; and

Acquisition of real estate	$	102,910
Capital expenditures and capitalized interest	(1,842		)
Distributions from unconsolidated joint ventures	(152		)
Preferred equity and other investment	670
Restricted cash — capital improvements	(30,509		)
Decrease in net cash used in investments activities	$	71,077

Repayments under our debt obligations	$	(98,339	)
Proceeds from debt obligations	339,890
Contributions from common unitholder	(375,419		)
Distributions to common unitholder and noncontrolling interests	55,947
Deferred loan costs and capital lease obligation	178
Increase in net cash used in financing activities	$	(77,743	)



Repayments under our debt obligations	$	391,519
Proceeds from debt obligations	30,661
Contributions from common unitholder	(571,546		)
Distributions to common unitholder and noncontrolling interests	(50,705		)
Deferred loan costs and capital lease obligation	315
Increase in net cash used in financing activities	$	(199,756	)


(2)		On December 27, 2012, we repurchased $42.4 million aggregate principal amount of these notes, consisting of $22.7 million of the 5.875% Notes and $19.7 million of the ~~6.0%~~6.000% Notes, for a total consideration of $46.4 million and realized a net loss on early extinguishment of debt of approximately $3.8 million.


*	Management contracts or compensatory plans or arrangements required to be filed as an exhibit to this Form 10-Q.